exv4w1



 





Exhibit 4.1




Execution Copy





GREENWICH CAPITAL ACCEPTANCE, INC.,

Depositor




THORNBURG MORTGAGE HOME LOANS, INC.,

Seller




WELLS FARGO BANK, N.A.,

Master Servicer and

Securities Administrator




DEUTSCHE BANK TRUST COMPANY DELAWARE,

Delaware Trustee




and




DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee and Custodian




POOLING AND SERVICING AGREEMENT




Dated as of June 1, 2004














Thornburg Mortgage Securities Trust 2004-2




Mortgage Loan Pass-Through Certificates, Series 2004-2



 









 





Table of Contents




	 	 	 	 	 
	 	 	Page

	ARTICLE I DEFINITIONS; DECLARATION OF TRUST
	 	 	15	 
	SECTION 1.01. Defined Terms
	 	 	15	 
	SECTION 1.02. Accounting
	 	 	56	 
	ARTICLE IA ORGANIZATION
	 	 	57	 
	Section 1A.01. Name of Trust
	 	 	57	 
	Section 1A.02. Office
	 	 	57	 
	Section 1A.03. Declaration of Trust
	 	 	57	 
	Section 1A.04. Purpose and Powers
	 	 	57	 
	Section 1A.05. Liability of the Certificateholders
	 	 	57	 
	Section 1A.06. Title To Trust Property
	 	 	58	 
	Section 1A.07. Situs of Trust
	 	 	58	 
	Section 1A.08. The Delaware Trustee
	 	 	58	 
	Section 1A.09 Separateness Provisions
	 	 	60	 
	ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES
	 	 	62	 
	SECTION 2.01. Conveyance of Mortgage Loans
	 	 	62	 
	SECTION 2.02. Acceptance by Trustee
	 	 	66	 
	SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Seller
	 	 	68	 
	SECTION 2.04. Representations and Warranties of the Seller with Respect to the
Mortgage Loans
	 	 	71	 
	SECTION 2.05. [Reserved]
	 	 	72	 
	SECTION 2.06. Representations and Warranties of the Depositor
	 	 	72	 
	SECTION 2.07. Issuance of Certificates
	 	 	73	 
	SECTION 2.08. Representations and Warranties of the Seller
	 	 	73	 
	SECTION 2.09. Covenants of the Seller
	 	 	75	 
	ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
	 	 	75	 
	SECTION 3.01. Master Servicer to Service and Administer the Mortgage Loans
	 	 	75	 
	SECTION 3.02. REMIC-Related Covenants
	 	 	76	 
	SECTION 3.03. Monitoring of Servicers
	 	 	77	 
	SECTION 3.04. Fidelity Bond
	 	 	78	 
	SECTION 3.05. Power to Act; Procedures
	 	 	78	 
	SECTION 3.06. Due-on-Sale Clauses; Assumption Agreements
	 	 	79	 
	SECTION 3.07. Release of Mortgage Files
	 	 	80	 
	SECTION 3.08. Documents, Records and Funds in Possession of Master Servicer
To Be Held for Trust
	 	 	81	 
	SECTION 3.09. Standard Hazard Insurance and Flood Insurance Policies
	 	 	81	 







i









 






	 	 	 	 	 
	 	 	Page

	SECTION 3.10. Presentment of Claims and Collection of Proceeds
	 	 	82	 
	SECTION 3.11. Maintenance of the Primary Insurance Policies
	 	 	82	 
	SECTION 3.12. Trustee to Retain Possession of Certain Insurance
Policies and Documents
	 	 	83	 
	SECTION 3.13. Realization Upon Defaulted Mortgage Loans
	 	 	83	 
	SECTION 3.14. Additional Compensation to the Master Servicer
	 	 	83	 
	SECTION 3.15. REO Property
	 	 	84	 
	SECTION 3.16. Annual Officer’s Certificate as to Compliance
	 	 	85	 
	SECTION 3.17. Annual Independent Accountant’s Servicing Report
	 	 	85	 
	SECTION 3.18. Reports Filed with Securities and Exchange Commission
	 	 	86	 
	SECTION 3.19. Amendments to Master Servicing Guide and
Correspondent Sellers Guide
	 	 	86	 
	SECTION 3.20. UCC
	 	 	87	 
	SECTION 3.21. Optional and Required Purchases of Certain Mortgage Loans
	 	 	87	 
	SECTION 3.22. Realization upon Troubled Mortgage Loans
	 	 	88	 
	SECTION 3.23. Closing Certificate and Opinion
	 	 	88	 
	SECTION 3.24. Liabilities of the Master Servicer
	 	 	88	 
	SECTION 3.25. Merger or Consolidation of the Master Servicer
	 	 	89	 
	SECTION 3.26. Indemnification of the Trustee, the Delaware Trustee,
the Master Servicer and the Securities Administrator
	 	 	89	 
	SECTION 3.27. Limitations on Liability of the Master Servicer and Others
	 	 	90	 
	SECTION 3.28. Master Servicer Not to Resign
	 	 	91	 
	SECTION 3.29. Successor Master Servicer
	 	 	91	 
	SECTION 3.30. Sale and Assignment of Master Servicing
	 	 	92	 
	SECTION 3.31. Reporting Requirements of the Commission
	 	 	92	 
	ARTICLE IV ACCOUNTS
	 	 	93	 
	SECTION 4.01. Servicing Accounts
	 	 	93	 
	SECTION 4.02. Collection Account
	 	 	94	 
	SECTION 4.03. Permitted Withdrawals and Transfers from
the Collection Account
	 	 	96	 
	SECTION 4.04. Distribution Account
	 	 	98	 
	SECTION 4.05. Permitted Withdrawals and Transfers from
the Distribution Account
	 	 	99	 
	ARTICLE V FLOW OF FUNDS
	 	 	99	 
	SECTION 5.01. Distributions
	 	 	99	 
	SECTION 5.02. [Reserved]
	 	 	103	 
	SECTION 5.03. Allocation of Realized Losses
	 	 	103	 
	SECTION 5.04. Statements
	 	 	104	 
	SECTION 5.05. Remittance Reports; Advances
	 	 	108	 
	SECTION 5.06. Compensating Interest Payments
	 	 	108	 
	SECTION 5.07. Termination Receipts
	 	 	108	 
	SECTION 5.08. Available Funds Cap Reserve Fund
	 	 	109	 
	SECTION 5.09. Yield Maintenance Agreement Accounts
	 	 	110	 
	SECTION 5.10. Recoveries
	 	 	111	 
	ARTICLE VI THE CERTIFICATES
	 	 	112	 







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	 	 	Page

	SECTION 6.01. The Certificates
	 	 	112	 
	SECTION 6.02. Registration of Transfer and Exchange of Certificates
	 	 	113	 
	SECTION 6.03. Mutilated, Destroyed, Lost or Stolen Certificates
	 	 	119	 
	SECTION 6.04. Persons Deemed Owners
	 	 	119	 
	SECTION 6.05. Appointment of Paying Agent
	 	 	119	 
	SECTION 6.06. Optional Purchase of Certificates
	 	 	120	 
	ARTICLE VII DEFAULT
	 	 	122	 
	SECTION 7.01. Event of Default
	 	 	122	 
	SECTION 7.02. Trustee to Act
	 	 	124	 
	SECTION 7.03. Waiver of Event of Default
	 	 	125	 
	SECTION 7.04. Notification to Certificateholders
	 	 	125	 
	ARTICLE VIII THE TRUSTEE AND THE SECURITIES ADMINISTRATOR
	 	 	126	 
	SECTION 8.01. Duties of Trustee and Securities Administrator
	 	 	126	 
	SECTION 8.02. Certain Matters Affecting the Trustee and
the Securities Administrator
	 	 	127	 
	SECTION 8.03. Trustee and the Securities Administrator Not Liable
for Certificates, Mortgage Loans or Additional Collateral
	 	 	129	 
	SECTION 8.04. Trustee, Custodian, Delaware Trustee, Master Servicer
and Securities Administrator May Own Certificates
	 	 	130	 
	SECTION 8.05. Trustee’s, Delaware Trustee’s and Securities

Administrator’s Fees and Expenses
	 	 	130	 
	SECTION 8.06. Eligibility Requirements for Trustee
	 	 	131	 
	SECTION 8.07. Resignation or Removal of Trustee and Securities
Administrator
	 	 	131	 
	SECTION 8.08. Successor Trustee and Successor Securities Administrator
	 	 	132	 
	SECTION 8.09. Merger or Consolidation of Trustee or Securities Administrator
	 	 	133	 
	SECTION 8.10. Appointment of Co-Trustee or Separate Trustee
	 	 	133	 
	SECTION 8.11. Limitation of Liability
	 	 	134	 
	SECTION 8.12. Trustee May Enforce Claims Without Possession of Certificates
	 	 	134	 
	SECTION 8.13. Suits for Enforcement
	 	 	135	 
	SECTION 8.14. Waiver of Bond Requirement
	 	 	135	 
	SECTION 8.15. Waiver of Inventory, Accounting and Appraisal Requirement
	 	 	135	 
	SECTION 8.16. Appointment of Custodians
	 	 	135	 
	SECTION 8.17. Auction Administration Agreement; Auction Swap Agreement
	 	 	136	 
	ARTICLE IX REMIC ADMINISTRATION
	 	 	136	 
	SECTION 9.01. REMIC Administration
	 	 	136	 
	SECTION 9.02. Prohibited Transactions and Activities
	 	 	139	 
	ARTICLE X TERMINATION
	 	 	139	 
	SECTION 10.01. Termination
	 	 	139	 
	SECTION 10.02. Additional Termination Requirements
	 	 	141	 
	ARTICLE XI DISPOSITION OF TRUST ASSETS
	 	 	141	 







iii









 






	 	 	 	 	 
	 	 	Page

	SECTION 11.01. Disposition of Trust Assets
	 	 	141	 
	ARTICLE XII MISCELLANEOUS PROVISIONS
	 	 	142	 
	SECTION 12.01. Amendment
	 	 	142	 
	SECTION 12.02. Recordation of Agreement; Counterparts
	 	 	143	 
	SECTION 12.03. Limitation on Rights of Certificateholders
	 	 	143	 
	SECTION 12.04. Governing Law; Jurisdiction
	 	 	144	 
	SECTION 12.05. Notices
	 	 	144	 
	SECTION 12.06. Severability of Provisions
	 	 	145	 
	SECTION 12.07. Article and Section References
	 	 	145	 
	SECTION 12.08. Notice to the Rating Agencies
	 	 	145	 
	SECTION 12.09. Further Assurances
	 	 	146	 
	SECTION 12.10. Benefits of Agreement
	 	 	147	 
	SECTION 12.11. Acts of Certificateholders
	 	 	147	 
	SECTION 12.12. Successors and Assigns
	 	 	147	 
	SECTION 12.13. Derivative Transactions
	 	 	147	 
	EXHIBITS AND SCHEDULES:
	 	 	 	 
	Exhibit A            Form of Senior Certificate
	 	 	A-1	 
	Exhibit B             Form of Class A-X Certificate
	 	 	B-2	 
	Exhibit C             Form of Class A-R Certificate
	 	 	C-1	 
	Exhibit D             Form of Subordinate Certificate
	 	 	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 Certificate 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              Form of ERISA Representation Class A-R
	 	 	I-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 Class A-R Certificate Pursuant
to Section 6.02(e)
	 	 	L-1	 
	Exhibit M            Form of Certificate of Trust
	 	 	M-1	 
	Exhibit N            List of Servicers and Servicing Agreements
	 	 	N-1	 
	Exhibit O            Notice of Exercise of Optional Securities Purchase Right
	 	 	O-1	 
	Schedule I          Mortgage Loan Schedule
	 	 	 	 
	Schedule II         Converted Mortgage Loan Schedule

	 	 	 	 
	Schedule III        Modified Mortgage Loan Schedule

	 	 	 	 
	Schedule IV        Three-Year Hybrid Mortgage Loan Schedule

	 	 	 	 
	Schedule V          Five-Year Hybrid Mortgage Loan Schedule

	 	 	 	 
	Schedule VI         Seven-Year Hybrid Mortgage Loan Schedule

	 	 	 	 








iv









 






	 	 	 	 	 
	 	 	Page

	Schedule VII Ten-Year Hybrid Mortgage Loan Schedule
	 	 	 	 










v









 








     This Pooling and Servicing Agreement is dated as of June 1, 2004 (the
“Agreement”), among GREENWICH CAPITAL ACCEPTANCE, INC., a Delaware corporation,
as depositor (the “Depositor”), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware
corporation, as seller (the “Seller”), WELLS FARGO BANK, N.A., a national
banking association, as master servicer (in such capacity, the “Master
Servicer”) and as securities administrator (in such capacity, the “Securities
Administrator”), DEUTSCHE BANK TRUST COMPANY DELAWARE, a Delaware banking
corporation, as Delaware trustee (the “Delaware Trustee”) and DEUTSCHE BANK
NATIONAL TRUST COMPANY, a national banking association, as trustee (the
“Trustee”).



PRELIMINARY STATEMENT:




     On June 24, 2004 the Seller formed Thornburg Mortgage Securities Trust
2004-2, as a Delaware statutory trust (the “Trust”) pursuant to the Trust
Agreement, dated June 24, 2004 (the “Original Trust Agreement”), among the
Seller, the Trustee and the Delaware Trustee.



     The parties to this Agreement desire to amend and restate the Original
Trust Agreement in its entirety, and, as evidenced by their signatures hereto,
the Original Trust Agreement is hereby amended, restated and replaced in its
entirety as of the date first written above by this Agreement.



     Through this Agreement, the Depositor intends to cause the issuance and
sale of the Trust’s Mortgage Pass-Through Certificates, Series 2004-2 (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 twelve classes of certificates, designated as (i) the Class A-1
Certificates, (ii) the Class A-2 Certificates, (iii) the Class A-3
Certificates, (iv) the Class A-4 Certificates, (v) the Class A-X Certificates,
(vi) the Class A-R Certificate, (vii) the Class B-1 Certificates, (viii) the
Class B-2 Certificates, (ix) the Class B-3 Certificates, (x) the Class B-4
Certificates, (xi) the Class B-5 Certificates and (xii) the Class B-6
Certificates.



     As provided herein, the Trustee shall elect that the Trust Fund (exclusive
of (i) the Additional Collateral, (ii) the Yield Maintenance Agreements, (iii)
the Yield Maintenance Amount Account, (iv) the Yield Maintenance Payment
Account, (v) the Auction Swap Agreement, (vi) the Available Funds Cap Reserve
Fund, and (vii) the Separate Interest Trust) be treated for federal income tax
purposes as comprising four real estate mortgage investment conduits (each a
“REMIC” or, in the alternative, REMIC 1, REMIC 2, REMIC 3 and REMIC 4; REMIC 4
also being referred to as the “Upper Tier REMIC”). Each Certificate, other
than the Class A-X Certificate and the Class A-R Certificate represents
ownership of a regular interest in the Upper Tier REMIC for purposes of the
REMIC Provisions. The Class A-X Certificate represents ownership of two
regular interests in the Upper Tier REMIC as described in note 2 of



 









 




the table below for such REMIC. In addition, each Certificate, other than
the Class A-R and the Class A-X Certificates, represents the right to receive
payments with respect to Available Funds Cap Shortfalls pursuant to Sections
5.08 and 5.09 hereof. The Class A-R Certificate represents ownership of the
sole class of residual interest in each of REMIC 1, REMIC 2, REMIC 3 and the
Upper Tier REMIC for purposes of the REMIC Provisions.




     The Upper Tier REMIC shall hold as its assets the several classes of
uncertificated Lower Tier Regular Interests in REMIC 3, and each such Lower
Tier Regular Interest is hereby designated as a regular interest in REMIC 3 for
purposes of the REMIC Provisions. REMIC 3 shall hold as its assets the several
classes of uncertificated Lower Tier Regular Interests in REMIC 2, and each
such Lower Tier Regular Interest is hereby designated as a regular interest in
REMIC 2. REMIC 2 shall hold as its assets the several classes of
uncertificated Lower Tier Regular Interests in REMIC 1, and each such Lower
Tier Regular Interest is hereby designated as a regular interest in REMIC 1.
REMIC 1 shall hold as its assets the property of the Trust Fund other than the
Lower Tier Regular Interests in REMIC 1, REMIC 2 and REMIC 3, the Additional
Collateral, the Available Funds Cap Risk Reserve Fund, the Auction Swap
Agreement, Yield Maintenance Agreements, the Yield Maintenance Amount Account,
the Yield Maintenance Payment Account, and the Separate Interest Trust.



     The startup day for each REMIC created hereby for purposes of the REMIC
Provisions is the Closing Date. In addition, for purposes of the REMIC
Provisions, the latest possible maturity date for each regular interest in each
REMIC created hereby is the Latest Possible Maturity Date.



REMIC 1




     REMIC 1 shall issue the following interests, with the related Class
designations, interest rates, and initial class principal amounts.



	 	 	 	 	 	 	 	 	 
	 REMIC 1 Lower	 	REMIC 1 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT1-5-1
	 	 	(1	)	 	$	287,577,704.09	 
	LT1-7-1
	 	 	(2	)	 	$	90,924,123.24	 
	LT1-10-1
	 	 	(3	)	 	$	145,853,498.89	 
	LT1-INT
	 	 	(4	)	 	$	277,416,679.45	 
	LT1-PO
	 	 	(5	)	 	$	277,416,679.45	 
	LT1-R
	 	 	(6	)	 	 	(6	)













	(1)	 	For each Distribution Date (and the related Accrual Period) this
Lower Tier Regular Interest shall bear interest at a per annum rate
equal to the weighted average of the Net Loan Rates (as of the
beginning of the related Due Period) of the Five-Year Hybrid Mortgage
Loans.
	 
	(2)	 	For each Distribution Date (and the related Accrual Period) this
Lower Tier Regular Interest shall bear interest at a per annum rate
equal to the weighted average of the Net Loan Rates (as of the
beginning of the related Due Period) of the Seven-Year Hybrid Mortgage
Loans.




2









 









	(3)	 	For each Distribution Date (and the related Accrual Period) this
Lower Tier Regular Interest shall bear interest at a per annum rate
equal to the weighted average of the Net Loan Rates (as of the
beginning of the related Due Period) of the Ten-Year Hybrid Mortgage
Loans.
	 
	(4)	 	For each Distribution Date (and the related Accrual Period) this
Lower Tier Regular Interest shall bear interest at a per annum rate
equal to the product of (i) 2, and (ii) weighted average of the Net
Loan Rates (as of the beginning of the related Due Period) of the
Three-Year Hybrid Mortgage Loans and the ARM Mortgage Loans.
	 
	(5)	 	This Lower Tier Regular Interest is a principal  — only interest;
it does not have an interest rate.
	 
	(6)	 	The Class LT1-R Interest is the sole Class of residual interest in
REMIC 1. It does not have an interest rate or a class principal
amount.





     On each Distribution Date, the Trustee shall first pay or charge as an
expense of REMIC 1 all expenses of the Trust for such Distribution Date (other
than the expense represented by any payments due under the Yield Maintenance
Agreements).



     On each Distribution Date, the Trustee shall distribute the Available
Funds allocable solely with respect to interest to the Lower Tier Regular
Interests in REMIC 1 at the rates described above, pro rata, based on the
amount of interest accrued on each such Lower Tier Regular Interest for the
related Accrual Period.



     On each Distribution Date, the Trustee shall distribute the remaining
Available Funds, and shall allocate Realized Losses, among the Lower Tier
Regular Interests in REMIC 1 concurrently, as follows:




	(i)	 	to the Class LT1-5-1 Interest, until its class principal
amount equals the aggregate of the Stated Principal Balances of the
Five-Year Hybrid Mortgage Loans as of the close of the related Due
Period;
	 
	(ii)	 	to the Class LT1-7-1 Interest, until its class principal
amount equals the aggregate of the Stated Principal Balances of the
Seven-Year Hybrid Mortgage Loans as of the close of the related Due
Period;
	 
	(iii)	 	to the Class LT1-10-1 Interest, until its class principal
amount equals the aggregate of the Stated Principal Balances of the
Ten-Year Hybrid Mortgage Loans as of the close of the related Due
Period;
	 
	(iv)	 	to the Class LT1-INT and the LT1-PO Interests, pro rata,
until the sum of their class principal amounts equals the aggregate
of the Stated Principal Balances of the Three-Year Hybrid Mortgage
Loans and the ARM Mortgage Loans as of the close of the related Due
Period; and
	 
	(v)	 	to the Class LT1-R Interest any remaining Available Funds.




3









 











REMIC 2




     The following table sets forth (or describes) the Class designation,
interest rate, and initial class principal amount for each Class of REMIC 2
Lower Tier Regular Interests.



	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-5F1
	 	 	(1	)	 	$	1,951,729.36	 
	LT2-5V1
	 	 	(2	)	 	$	1,951,729.36	 
	LT2-5F2
	 	 	(1	)	 	$	1,925,306.46	 
	LT2-5V2
	 	 	(2	)	 	$	1,925,306.46	 
	LT2-5F3
	 	 	(1	)	 	$	1,899,240.62	 
	LT2-5V3
	 	 	(2	)	 	$	1,899,240.62	 
	LT2-5F4
	 	 	(1	)	 	$	1,873,527.02	 
	LT2-5V4
	 	 	(2	)	 	$	1,873,527.02	 
	LT2-5F5
	 	 	(1	)	 	$	1,848,160.91	 
	LT2-5V5
	 	 	(2	)	 	$	1,848,160.91	 
	LT2-5F6
	 	 	(1	)	 	$	1,823,137.60	 
	LT2-5V6
	 	 	(2	)	 	$	1,823,137.60	 
	LT2-5F7
	 	 	(1	)	 	$	1,798,452.45	 
	LT2-5V7
	 	 	(2	)	 	$	1,798,452.45	 
	LT2-5F8
	 	 	(1	)	 	$	1,774,100.92	 
	LT2-5V8
	 	 	(2	)	 	$	1,774,100.92	 
	LT2-5F9
	 	 	(1	)	 	$	1,750,078.49	 
	LT2-5V9
	 	 	(2	)	 	$	1,750,078.49	 
	LT2-5F10
	 	 	(1	)	 	$	1,726,380.72	 
	LT2-5V10
	 	 	(2	)	 	$	1,726,380.72	 
	LT2-5F11
	 	 	(1	)	 	$	1,703,003.22	 
	LT2-5V11
	 	 	(2	)	 	$	1,703,003.22	 
	LT2-5F12
	 	 	(1	)	 	$	1,679,941.71	 
	LT2-5V12
	 	 	(2	)	 	$	1,679,941.71	 
	LT2-5F13
	 	 	(1	)	 	$	1,657,191.87	 
	LT2-5V13
	 	 	(2	)	 	$	1,657,191.87	 
	LT2-5F14
	 	 	(1	)	 	$	1,634,749.52	 
	LT2-5V14
	 	 	(2	)	 	$	1,634,749.52	 
	LT2-5F15
	 	 	(1	)	 	$	1,612,610.51	 
	LT2-5V15
	 	 	(2	)	 	$	1,612,610.51	 
	LT2-5F16
	 	 	(1	)	 	$	1,590,770.73	 
	LT2-5V16
	 	 	(2	)	 	$	1,590,770.73	 
	LT2-5F17
	 	 	(1	)	 	$	1,569,226.16	 
	LT2-5V17
	 	 	(2	)	 	$	1,569,226.16	 
	LT2-5F18
	 	 	(1	)	 	$	1,547,972.82	 
	LT2-5V18
	 	 	(2	)	 	$	1,547,972.82	 
	LT2-5F19
	 	 	(1	)	 	$	1,527,006.75	 
	LT2-5V19
	 	 	(2	)	 	$	1,527,006.75	 







4









 






	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-5F20
	 	 	(1	)	 	$	1,506,324.10	 
	LT2-5V20
	 	 	(2	)	 	$	1,506,324.10	 
	LT2-5F21
	 	 	(1	)	 	$	1,485,921.03	 
	LT2-5V21
	 	 	(2	)	 	$	1,485,921.03	 
	LT2-5F22
	 	 	(1	)	 	$	1,465,793.77	 
	LT2-5V22
	 	 	(2	)	 	$	1,465,793.77	 
	LT2-5F23
	 	 	(1	)	 	$	1,445,938.59	 
	LT2-5V23
	 	 	(2	)	 	$	1,445,938.59	 
	LT2-5F24
	 	 	(1	)	 	$	1,426,351.83	 
	LT2-5V24
	 	 	(2	)	 	$	1,426,351.83	 
	LT2-5F25
	 	 	(1	)	 	$	1,407,029.86	 
	LT2-5V25
	 	 	(2	)	 	$	1,407,029.86	 
	LT2-5F26
	 	 	(1	)	 	$	1,387,969.10	 
	LT2-5V26
	 	 	(2	)	 	$	1,387,969.10	 
	LT2-5F27
	 	 	(1	)	 	$	1,369,166.04	 
	LT2-5V27
	 	 	(2	)	 	$	1,369,166.04	 
	LT2-5F28
	 	 	(1	)	 	$	1,350,617.18	 
	LT2-5V28
	 	 	(2	)	 	$	1,350,617.18	 
	LT2-5F29
	 	 	(1	)	 	$	1,332,319.10	 
	LT2-5V29
	 	 	(2	)	 	$	1,332,319.10	 
	LT2-5F30
	 	 	(1	)	 	$	1,314,268.41	 
	LT2-5V30
	 	 	(2	)	 	$	1,314,268.41	 
	LT2-5F31
	 	 	(1	)	 	$	1,296,461.78	 
	LT2-5V31
	 	 	(2	)	 	$	1,296,461.78	 
	LT2-5F32
	 	 	(1	)	 	$	1,278,895.90	 
	LT2-5V32
	 	 	(2	)	 	$	1,278,895.90	 
	LT2-5F33
	 	 	(1	)	 	$	1,261,567.54	 
	LT2-5V33
	 	 	(2	)	 	$	1,261,567.54	 
	LT2-5F34
	 	 	(1	)	 	$	1,244,473.47	 
	LT2-5V34
	 	 	(2	)	 	$	1,244,473.47	 
	LT2-5F35
	 	 	(1	)	 	$	1,227,610.54	 
	LT2-5V35
	 	 	(2	)	 	$	1,227,610.54	 
	LT2-5F36
	 	 	(1	)	 	$	1,210,975.63	 
	LT2-5V36
	 	 	(2	)	 	$	1,210,975.63	 
	LT2-5F37
	 	 	(1	)	 	$	1,194,565.65	 
	LT2-5V37
	 	 	(2	)	 	$	1,194,565.65	 
	LT2-5F38
	 	 	(1	)	 	$	1,178,377.58	 
	LT2-5V38
	 	 	(2	)	 	$	1,178,377.58	 
	LT2-5F39
	 	 	(1	)	 	$	1,162,408.41	 
	LT2-5V39
	 	 	(2	)	 	$	1,162,408.41	 
	LT2-5F40
	 	 	(1	)	 	$	1,146,655.20	 
	LT2-5V40
	 	 	(2	)	 	$	1,146,655.20	 
	LT2-5 F41
	 	 	(1	)	 	$	1,131,115.01	 
	LT2-5V41
	 	 	(2	)	 	$	1,131,115.01	 
	LT2-5F42
	 	 	(1	)	 	$	1,115,784.98	 







5









 






	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-5V42
	 	 	(2	)	 	$	1,115,784.98	 
	LT2-5F43
	 	 	(1	)	 	$	1,100,662.27	 
	LT2-5V43
	 	 	(2	)	 	$	1,100,662.27	 
	LT2-5F44
	 	 	(1	)	 	$	1,085,744.08	 
	LT2-5V44
	 	 	(2	)	 	$	1,085,744.08	 
	LT2-5F45
	 	 	(1	)	 	$	1,071,027.65	 
	LT2-5V45
	 	 	(2	)	 	$	1,071,027.65	 
	LT2-5F46
	 	 	(1	)	 	$	1,056,510.25	 
	LT2-5V46
	 	 	(2	)	 	$	1,056,510.25	 
	LT2-5F47
	 	 	(1	)	 	$	76,641,729.35	 
	LT2-5V47
	 	 	(2	)	 	$	76,641,729.35	 
	LT2-7F1
	 	 	(1	)	 	$	616,048.30	 
	LT2-7V1
	 	 	(2	)	 	$	616,048.30	 
	LT2-7F2
	 	 	(1	)	 	$	607,718.91	 
	LT2-7V2
	 	 	(2	)	 	$	607,718.91	 
	LT2-7F3
	 	 	(1	)	 	$	599,501.96	 
	LT2-7V3
	 	 	(2	)	 	$	599,501.96	 
	LT2-7F4
	 	 	(1	)	 	$	591,395.94	 
	LT2-7V4
	 	 	(2	)	 	$	591,395.94	 
	LT2-7F5
	 	 	(1	)	 	$	583,399.36	 
	LT2-7V5
	 	 	(2	)	 	$	583,399.36	 
	LT2-7F6
	 	 	(1	)	 	$	575,510.73	 
	LT2-7V6
	 	 	(2	)	 	$	575,510.73	 
	LT2-7F7
	 	 	(1	)	 	$	567,728.60	 
	LT2-7V7
	 	 	(2	)	 	$	567,728.60	 
	LT2-7F8
	 	 	(1	)	 	$	560,051.55	 
	LT2-7V8
	 	 	(2	)	 	$	560,051.55	 
	LT2-7F9
	 	 	(1	)	 	$	552,478.13	 
	LT2-7V9
	 	 	(2	)	 	$	552,478.13	 
	LT2-7F10
	 	 	(1	)	 	$	545,006.96	 
	LT2-7V10
	 	 	(2	)	 	$	545,006.96	 
	LT2-7F11
	 	 	(1	)	 	$	537,636.67	 
	LT2-7V11
	 	 	(2	)	 	$	537,636.67	 
	LT2-7F12
	 	 	(1	)	 	$	530,365.90	 
	LT2-7V12
	 	 	(2	)	 	$	530,365.90	 
	LT2-7F13
	 	 	(1	)	 	$	523,193.28	 
	LT2-7V13
	 	 	(2	)	 	$	523,193.28	 
	LT2-7F14
	 	 	(1	)	 	$	516,117.52	 
	LT2-7V14
	 	 	(2	)	 	$	516,117.52	 
	LT2-7F15
	 	 	(1	)	 	$	509,137.29	 
	LT2-7V15
	 	 	(2	)	 	$	509,137.29	 
	LT2-7F16
	 	 	(1	)	 	$	502,251.31	 
	LT2-7V16
	 	 	(2	)	 	$	502,251.31	 
	LT2-7F17
	 	 	(1	)	 	$	495,458.32	 
	LT2-7V17
	 	 	(2	)	 	$	495,458.32	 







6









 






	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-7F18
	 	 	(1	)	 	$	488,757.05	 
	LT2-7V18
	 	 	(2	)	 	$	488,757.05	 
	LT2-7F19
	 	 	(1	)	 	$	482,146.26	 
	LT2-7V19
	 	 	(2	)	 	$	482,146.26	 
	LT2-7F20
	 	 	(1	)	 	$	475,624.74	 
	LT2-7V20
	 	 	(2	)	 	$	475,624.74	 
	LT2-7F21
	 	 	(1	)	 	$	469,191.29	 
	LT2-7V21
	 	 	(2	)	 	$	469,191.29	 
	LT2-7F22
	 	 	(1	)	 	$	462,844.72	 
	LT2-7V22
	 	 	(2	)	 	$	462,844.72	 
	LT2-7F23
	 	 	(1	)	 	$	456,583.84	 
	LT2-7V23
	 	 	(2	)	 	$	456,583.84	 
	LT2-7F24
	 	 	(1	)	 	$	450,407.52	 
	LT2-7V24
	 	 	(2	)	 	$	450,407.52	 
	LT2-7F25
	 	 	(1	)	 	$	444,314.59	 
	LT2-7V25
	 	 	(2	)	 	$	444,314.59	 
	LT2-7F26
	 	 	(1	)	 	$	438,303.96	 
	LT2-7V26
	 	 	(2	)	 	$	438,303.96	 
	LT2-7F27
	 	 	(1	)	 	$	432,374.49	 
	LT2-7V27
	 	 	(2	)	 	$	432,374.49	 
	LT2-7F28
	 	 	(1	)	 	$	426,525.11	 
	LT2-7V28
	 	 	(2	)	 	$	426,525.11	 
	LT2-7F29
	 	 	(1	)	 	$	420,754.72	 
	LT2-7V29
	 	 	(2	)	 	$	420,754.72	 
	LT2-7F30
	 	 	(1	)	 	$	415,062.27	 
	LT2-7V30
	 	 	(2	)	 	$	415,062.27	 
	LT2-7F31
	 	 	(1	)	 	$	409,446.70	 
	LT2-7V31
	 	 	(2	)	 	$	409,446.70	 
	LT2-7F32
	 	 	(1	)	 	$	403,906.96	 
	LT2-7V32
	 	 	(2	)	 	$	403,906.96	 
	LT2-7F33
	 	 	(1	)	 	$	398,442.04	 
	LT2-7V33
	 	 	(2	)	 	$	398,442.04	 
	LT2-7F34
	 	 	(1	)	 	$	393,050.95	 
	LT2-7V34
	 	 	(2	)	 	$	393,050.95	 
	LT2-7F35
	 	 	(1	)	 	$	387,732.66	 
	LT2-7V35
	 	 	(2	)	 	$	387,732.66	 
	LT2-7F36
	 	 	(1	)	 	$	382,486.22	 
	LT2-7V36
	 	 	(2	)	 	$	382,486.22	 
	LT2-7F37
	 	 	(1	)	 	$	377,310.62	 
	LT2-7V37
	 	 	(2	)	 	$	377,310.62	 
	LT2-7F38
	 	 	(1	)	 	$	372,204.95	 
	LT2-7V38
	 	 	(2	)	 	$	372,204.95	 
	LT2-7F39
	 	 	(1	)	 	$	367,168.23	 
	LT2-7V39
	 	 	(2	)	 	$	367,168.23	 
	LT2-7F40
	 	 	(1	)	 	$	362,199.55	 







7









 






	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-7V40
	 	 	(2	)	 	$	362,199.55	 
	LT2-7F41
	 	 	(1	)	 	$	357,297.98	 
	LT2-7V41
	 	 	(2	)	 	$	357,297.98	 
	LT2-7F42
	 	 	(1	)	 	$	352,462.63	 
	LT2-7V42
	 	 	(2	)	 	$	352,462.63	 
	LT2-7F43
	 	 	(1	)	 	$	347,692.60	 
	LT2-7V43
	 	 	(2	)	 	$	347,692.60	 
	LT2-7F44
	 	 	(1	)	 	$	342,987.00	 
	LT2-7V44
	 	 	(2	)	 	$	342,987.00	 
	LT2-7F45
	 	 	(1	)	 	$	338,344.98	 
	LT2-7V45
	 	 	(2	)	 	$	338,344.98	 
	LT2-7F46
	 	 	(1	)	 	$	333,765.66	 
	LT2-7V46
	 	 	(2	)	 	$	333,765.66	 
	LT2-7F47
	 	 	(1	)	 	$	24,259,670.61	 
	LT2-7V47
	 	 	(2	)	 	$	24,259,670.61	 
	LT2-10F1
	 	 	(1	)	 	$	989,803.27	 
	LT2-10V1
	 	 	(2	)	 	$	989,803.27	 
	LT2-10F2
	 	 	(1	)	 	$	976,407.85	 
	LT2-10V2
	 	 	(2	)	 	$	976,407.85	 
	LT2-10F3
	 	 	(1	)	 	$	963,193.35	 
	LT2-10V3
	 	 	(2	)	 	$	963,193.35	 
	LT2-10F4
	 	 	(1	)	 	$	950,157.36	 
	LT2-10V4
	 	 	(2	)	 	$	950,157.36	 
	LT2-10F5
	 	 	(1	)	 	$	937,297.45	 
	LT2-10V5
	 	 	(2	)	 	$	937,297.45	 
	LT2-10F6
	 	 	(1	)	 	$	924,611.24	 
	LT2-10V6
	 	 	(2	)	 	$	924,611.24	 
	LT2-10F7
	 	 	(1	)	 	$	912,096.41	 
	LT2-10V7
	 	 	(2	)	 	$	912,096.41	 
	LT2-10F8
	 	 	(1	)	 	$	899,750.63	 
	LT2-10V8
	 	 	(2	)	 	$	899,750.63	 
	LT2-10F9
	 	 	(1	)	 	$	887,571.63	 
	LT2-10V9
	 	 	(2	)	 	$	887,571.63	 
	LT2-10F10
	 	 	(1	)	 	$	875,557.15	 
	LT2-10V10
	 	 	(2	)	 	$	875,557.15	 
	LT2-10F11
	 	 	(1	)	 	$	863,704.98	 
	LT2-10V11
	 	 	(2	)	 	$	863,704.98	 
	LT2-10F12
	 	 	(1	)	 	$	852,012.91	 
	LT2-10V12
	 	 	(2	)	 	$	852,012.91	 
	LT2-10F13
	 	 	(1	)	 	$	840,478.81	 
	LT2-10V13
	 	 	(2	)	 	$	840,478.81	 
	LT2-10F14
	 	 	(1	)	 	$	829,100.53	 
	LT2-10V14
	 	 	(2	)	 	$	829,100.53	 
	LT2-10F15
	 	 	(1	)	 	$	817,875.98	 
	LT2-10V15
	 	 	(2	)	 	$	817,875.98	 







8









 






	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-10F16
	 	 	(1	)	 	$	806,803.07	 
	LT2-10V16
	 	 	(2	)	 	$	806,803.07	 
	LT2-10F17
	 	 	(1	)	 	$	795,879.77	 
	LT2-10V17
	 	 	(2	)	 	$	795,879.77	 
	LT2-10F18
	 	 	(1	)	 	$	785,104.04	 
	LT2-10V18
	 	 	(2	)	 	$	785,104.04	 
	LT2-10F19
	 	 	(1	)	 	$	774,473.92	 
	LT2-10V19
	 	 	(2	)	 	$	774,473.92	 
	LT2-10F20
	 	 	(1	)	 	$	763,987.41	 
	LT2-10V20
	 	 	(2	)	 	$	763,987.41	 
	LT2-10F21
	 	 	(1	)	 	$	753,642.61	 
	LT2-10V21
	 	 	(2	)	 	$	753,642.61	 
	LT2-10F22
	 	 	(1	)	 	$	743,437.57	 
	LT2-10V22
	 	 	(2	)	 	$	743,437.57	 
	LT2-10F23
	 	 	(1	)	 	$	733,370.44	 
	LT2-10V23
	 	 	(2	)	 	$	733,370.44	 
	LT2-10F24
	 	 	(1	)	 	$	723,439.33	 
	LT2-10V24
	 	 	(2	)	 	$	723,439.33	 
	LT2-10F25
	 	 	(1	)	 	$	713,642.42	 
	LT2-10V25
	 	 	(2	)	 	$	713,642.42	 
	LT2-10F26
	 	 	(1	)	 	$	703,977.91	 
	LT2-10V26
	 	 	(2	)	 	$	703,977.91	 
	LT2-10F27
	 	 	(1	)	 	$	694,443.98	 
	LT2-10V27
	 	 	(2	)	 	$	694,443.98	 
	LT2-10F28
	 	 	(1	)	 	$	685,038.89	 
	LT2-10V28
	 	 	(2	)	 	$	685,038.89	 
	LT2-10F29
	 	 	(1	)	 	$	675,760.91	 
	LT2-10V29
	 	 	(2	)	 	$	675,760.91	 
	LT2-10F30
	 	 	(1	)	 	$	666,608.30	 
	LT2-10V30
	 	 	(2	)	 	$	666,608.30	 
	LT2-10F31
	 	 	(1	)	 	$	657,579.40	 
	LT2-10V31
	 	 	(2	)	 	$	657,579.40	 
	LT2-10F32
	 	 	(1	)	 	$	648,672.50	 
	LT2-10V32
	 	 	(2	)	 	$	648,672.50	 
	LT2-10F33
	 	 	(1	)	 	$	639,885.99	 
	LT2-10V33
	 	 	(2	)	 	$	639,885.99	 
	LT2-10F34
	 	 	(1	)	 	$	631,218.23	 
	LT2-10V34
	 	 	(2	)	 	$	631,218.23	 
	LT2-10F35
	 	 	(1	)	 	$	622,667.62	 
	LT2-10V35
	 	 	(2	)	 	$	622,667.62	 
	LT2-10F36
	 	 	(1	)	 	$	614,232.57	 
	LT2-10V36
	 	 	(2	)	 	$	614,232.57	 
	LT2-10F37
	 	 	(1	)	 	$	605,911.54	 
	LT2-10V37
	 	 	(2	)	 	$	605,911.54	 
	LT2-10F38
	 	 	(1	)	 	$	597,702.97	 







9









 






	 	 	 	 	 	 	 	 	 
	REMIC 2 Lower	 	REMIC 2 Lower	 	Initial Class
	Tier Class Designation
	 	Tier Interest Rate
	 	Class Principal Amount

	LT2-10V38
	 	 	(2	)	 	$	597,702.97	 
	LT2-10F39
	 	 	(1	)	 	$	589,605.36	 
	LT2-10V39
	 	 	(2	)	 	$	589,605.36	 
	LT2-10F40
	 	 	(1	)	 	$	581,617.20	 
	LT2-10V40
	 	 	(2	)	 	$	581,617.20	 
	LT2-10F41
	 	 	(1	)	 	$	573,737.02	 
	LT2-10V41
	 	 	(2	)	 	$	573,737.02	 
	LT2-10F42
	 	 	(1	)	 	$	565,963.35	 
	LT2-10V42
	 	 	(2	)	 	$	565,963.35	 
	LT2-10F43
	 	 	(1	)	 	$	558,294.78	 
	LT2-10V43
	 	 	(2	)	 	$	558,294.78	 
	LT2-10F44
	 	 	(1	)	 	$	550,729.87	 
	LT2-10V44
	 	 	(2	)	 	$	550,729.87	 
	LT2-10F45
	 	 	(1	)	 	$	543,267.21	 
	LT2-10V45
	 	 	(2	)	 	$	543,267.21	 
	LT2-10F46
	 	 	(1	)	 	$	535,905.45	 
	LT2-10V46
	 	 	(2	)	 	$	535,905.45	 
	LT2-10F47
	 	 	(1	)	 	$	38,870,528.26	 
	LT2-10V47
	 	 	(2	)	 	$	38,870,528.26	 
	LT2-Q
	 	 	(3	)	 	$	554,833,358.89	 
	Class LT2-R
	 	 	(4	)	 	 	(4	)













	(1)	 	For each of the first 47 Distribution Dates (and the related Accrual Periods) these Lower
Tier Regular Interests shall bear interest at a per annum rate equal to
the lesser of (i) 7.86%, and (ii) the greater of (a) the product of (I) 2,
and (II) the weighted average of the interest rates on the Class LT1-5-1,
Class LT1-7-1, Class LT1-10-1, and Class LT1-INT interests in REMIC 1, in
each case, weighted based on the class principal amounts of such Lower
Tier Regular Interests on the first day of the related Accrual Period, and
(b) the product of (I) 2, and (II) the weighted average of the interest
rates on the Class LT1-5-1, Class LT1-7-1, and Class LT1-10-1 interests
in REMIC 1, in each case, weighted based on the class principal amounts of
such Lower Tier Regular Interests on the first day of the related Accrual
Period. For each Distribution Date after the 47th Distribution Date (and related Accrual Periods) these Lower
Tier Regular Interests shall bear interest at a per annum rate equal to the weighted average of the interest rates on the Lower
Tier Regular Interests in REMIC 1.
	 
	(2)	 	For each of the first 47 Distribution Dates (and the related Accrual Periods) these Lower
Tier Regular Interests shall bear interest at a per annum rate equal to
the excess, if any, of (i) the greater of (a) the product of (I) 2, and
(II) the weighted average of the interest rates on the Class LT1-5-1,
Class LT1-7-1, Class LT1-10-1, and Class LT1-INT interests in REMIC 1, in
each case, weighted based on the class principal amounts of such Lower
Tier Regular Interests on the first day of the related Accrual Period, and
(b) the product of (I) 2, and (II) the weighted average of the interest
rates on the Class LT1-5-1, Class LT1-7-1, and Class LT1-10-1 interests
in REMIC 1, in each case, weighted based on the class principal amounts of
such Lower Tier Regular Interests on the first day of the related Accrual
Period, over (ii) 7.86%. For each Distribution Date after the 47th Distribution Date (and related Accrual Periods) these Lower
Tier Regular Interests shall bear interest at a per annum rate equal to the weighted average of the interest rates on the Lower
Tier Regular Interests in REMIC 1.
	 
	(3)	 	For each of the first 47 Distribution Dates (and the related Accrual Periods) this Lower
Tier Regular Interest shall bear interest at a per annum rate equal to (i)
if (a) the weighted average of the interest rates on the Class LT1-5-1,
Class LT1-7-1, Class LT1-10-1, and Class LT1-INT interests in REMIC 1, in
each case, weighted based on the class principal amounts of such Lower
Tier Regular Interests on the first day of the related Accrual Period is
less than (b) the weighted average of the interest rates on the Class
LT1-5-1, Class LT1-7-1, and Class LT1-10-1 interests in REMIC 1, in each
case, weighted based on the class principal amounts of such Lower Tier
Regular Interests on the first day of the related Accrual Period, then (c)
the weighted average of the interest rates on the Class LT1-INT and Class
LT1-PO interests in REMIC 1, in each case, weighted based on the class
principal amounts of such Lower Tier Regular Interests on the first day of
the related




10









 









	 	 	Accrual Period, or (ii) if (a) the weighted average of the interest rates
on the Class LT1-5-1, Class LT1-7-1, Class LT1-10-1, and Class LT1-INT
interests in REMIC 1, in each case, weighted based on the class principal
amounts of such Lower Tier Regular Interests on the first day of the
related Accrual Period is equal to or greater than (b) the weighted
average of the interest rates on the Class LT1-5-1, Class LT1-7-1, and
Class LT1-10-1 interests in REMIC 1, in each case, weighted based on the
class principal amounts of such Lower Tier Regular Interests on the first
day of the related Accrual Period, then (c) the product of (I) the
weighted average of the interest rates on the Class LT1-5-1, Class
LT1-7-1, Class LT1-10-1, and Class LT1-INT interests in REMIC 1, in each
case, weighted based on the class principal amounts of such Lower Tier
Regular Interests on the first day of the related Accrual Period, and
(ii) 50%. For each Distribution Date after the 47th Distribution Date (and related Accrual Periods) these Lower
Tier Regular Interests shall bear interest at a per annum rate equal to the weighted average of the interest rates on the Lower
Tier Regular Interests in REMIC 1.
	 
	(4)	 	The Class LT2-R Interest is the sole Class of residual interest in REMIC
2. It does not have an interest rate or a class principal amount.





     On each Distribution Date, the Trustee shall distribute the amount
distributed, with respect to the Lower Tier Regular Interests in REMIC 1 solely with respect to interest to the Lower
Tier Regular Interests in REMIC 2 at the rates described above, in the
following order and priority:




	(1)	 	First, pro rata, to the Lower Tier Regular Interests in REMIC 2 having
the letter “F” in their Class designation, based on the amount of interest
accrued on each such Lower Tier Regular Interest for the related Accrual
Period; and






	(2)	 	Second, pro rata, to the remaining Lower Tier Regular Interests in REMIC
2, based on the amount of interest accrued on each such Lower Tier Regular
Interest for the related Accrual Period.





     On each Distribution Date, the Trustee shall distribute the remaining
amounts, and shall allocate Realized Losses, concurrently, as follows:




	(i)	 	to those Lower Tier Regular Interests in REMIC 2 having a “5”
in their class designation until their aggregate class principal
amount equals the aggregate of the Stated Principal Balances of the
Five-Year Hybrid Mortgage Loans as of the close of the related due
period, in ascending order of their numeric designation, and pro
rata between each pair of such Lower Tier Regular Interests having
the same numeric designation;
	 
	(ii)	 	to those Lower Tier Regular Interests in REMIC 2 having a “7”
in their class designation until their aggregate class principal
amount equals the aggregate of the Stated Principal Balances of the
Five-Year Hybrid Mortgage Loans as of the close of the related due
period, in ascending order of their numeric designation, and pro
rata between each pair of such Lower Tier Regular Interests having
the same numeric designation;
	 
	(iii)	 	to those Lower Tier Regular Interests in REMIC 2 having a
“10” in their class designation until their aggregate class
principal amount equals the aggregate of the Stated Principal
Balances of the Five-Year Hybrid Mortgage Loans as of the close of
the related due period, in ascending order of their numeric
designation,




11









 






	 	 	and pro rata between each pair of such Lower Tier Regular Interests
having the same numeric designation;
	 
	(iv)	 	to the Class LT-Q Interest, all remaining Available Funds;
and
	 
	(v)	 	to the Class LT2-R Interest, any remaining amounts.





REMIC 3




     The following table sets forth (or describes) the class designation,
interest rate, initial class principal amount for each class of REMIC 3 Lower
Tier Regular Interests, and the Corresponding Class of Certificates.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	REMIC 3	 	REMIC 3	 	 	 	 
	Lower Tier Class	 	Lower Tier	 	Initial Class	 	Corresponding Class
	Designation
	 	Interest Rate
	 	Class Principal Amount
	 	of Certificate(s)

	LT3-A-1
	 	 	(1	)	 	$	347,900,000.00	 	 	 	A-1, A-X	 
	LT3-A-2
	 	 	(1	)	 	$	247,000,000.00	 	 	 	A-2, A-X	 
	LT3-A-3
	 	 	(1	)	 	$	142,800,000.00	 	 	 	A-3, A-X	 
	LT3-A-4
	 	 	(1	)	 	$	305,875,000.00	 	 	 	A-4, A-X	 
	LT3-A-R
	 	 	(1	)	 	$	100.00	 	 	 	A-R	 
	LT3-B-1
	 	 	(1	)	 	$	16,187,000.00	 	 	 	B-1, A-X	 
	LT3-B-2
	 	 	(1	)	 	$	7,554,000.00	 	 	 	B-2, A-X	 
	LT3-B-3
	 	 	(1	)	 	$	3,777,000.00	 	 	 	B-3, A-X	 
	LT3-B-4
	 	 	(1	)	 	$	3,777,000.00	 	 	 	B-4, A-X	 
	LT3-B-5
	 	 	(1	)	 	$	2,158,000.00	 	 	 	B-5. A-X	 
	LT3-B-6
	 	 	(1	)	 	$	2,160,585.00	 	 	 	B-6, A-X	 
	LT3-I
	 	 	(2	)	 	 	(2	)	 	 	A-X	 
	LT3-R
	 	 	(3	)	 	 	(3	)	 	 	Class A-R	 













	(1)	 	The interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Lower Tier Regular Interests is a per
annum rate equal to the weighted average of the interest rates on the
REMIC 2 Lower Tier Regular Interests computed after subjecting the rate
payable on each of the REMIC 2 Lower Tier Regular Interests having an “F”
in its class designation to a cap equal to the product of (i) 2, and (ii)
LIBOR, for each Distribution Date for which a portion of the interest
accrued on such Lower Tier Regular Interest is distributable with respect
to the Class LT3-I interest in the manner described in footnote “(2)”
below.
	 
	(2)	 	The Class LT3-I Interest is an interest-only interest. With respect to
any Distribution Date (and the related Accrual Period), the Class LT3-I
Interest is entitled to receive a specified portion of the interest
accrued on each of Lower-Tier Interests in REMIC 2 having an “F” in its
class designation for the specific Distribution Dates listed in the
schedule set forth below, at a rate equal to the excess, if any, of (i)
the rate at which interest accrues on such Lower Tier Regular Interest for
the related Accrual Period over (ii) the product of (a) 2, and (b) LIBOR
(multiplied by a fraction, the numerator of which is 30 and the
denominator of which is the actual number of days in the Accrual Period
applicable to the Certificates other than Class A-X and Class A-R
Certificates).



12









 






	 	 	 	 	 
	REMIC 2 Lower-Tier Interests
	 	Distribution Dates

	LT2-5F1, LT2-7F1, LT2-10F1
	 	 	1	 
	LT2-5F2, LT2-7F2, LT2-10F2
	 	 	1-2	 
	LT2-5F3, LT2-7F3, LT2-10F3
	 	 	1-3	 
	LT2-5F4, LT2-7F4, LT2-10F4
	 	 	1-4	 
	LT2-5F5, LT2-7F5, LT2-10F5
	 	 	1-5	 
	LT2-5F6, LT2-7F6, LT2-10F6
	 	 	1-6	 
	LT2-5F7, LT2-7F7, LT2-10F7
	 	 	1-7	 
	LT2-5F8, LT2-7F8, LT2-10F8
	 	 	1-8	 
	LT2-5F9, LT2-7F9, LT2-10F9
	 	 	1-9	 
	LT2-5F10, LT2-7F10, LT2-10F10
	 	 	1-10	 
	LT2-5F11, LT2-7F11, LT2-10F11
	 	 	1-11	 
	LT2-5F12, LT2-7F12, LT2-10F12
	 	 	1-12	 
	LT2-5F13, LT2-7F13, LT2-10F13
	 	 	1-13	 
	LT2-5F14, LT2-7F14, LT2-10F14
	 	 	1-14	 
	LT2-5F15, LT2-7F15, LT2-10F15
	 	 	1-15	 
	LT2-5F16. LT2-7F16, LT2-10F16
	 	 	1-16	 
	LT2-5F17, LT2-7F17, LT2-10F17
	 	 	1-17	 
	LT2-5F18, LT2-7F18, LT2-10F18
	 	 	1-18	 
	LT2-5F19, LT2-7F19, LT2-10F19
	 	 	1-19	 
	LT2-5F20, LT2-7F20, LT2-10F20
	 	 	1-20	 
	LT2-5F21, LT2-7F21, LT2-10F21
	 	 	1-21	 
	LT2-5F22, LT2-7F22, LT2-10F22
	 	 	1-22	 
	LT2-5F23, LT2-7F23, LT2-10F23
	 	 	1-23	 
	LT2-5F24, LT2-7F24, LT2-10F24
	 	 	1-24	 
	LT2-5F25, LT2-7F25, LT2-10F25
	 	 	1-25	 
	LT2-5F26, LT2-7F26, LT2-10F26
	 	 	1-26	 
	LT2-5F27, LT2-7F27, LT2-10F27
	 	 	1-27	 
	LT2-5F28, LT2-7F28, LT2-10F28
	 	 	1-28	 
	LT2-5F29, LT2-7F29, LT2-10F29
	 	 	1-29	 
	LT2-5F30, LT2-7F30, LT2-10F30
	 	 	1-30	 
	LT2-5F31, LT2-7F31. LT2-10F31
	 	 	1-31	 
	LT2-5F32, LTE-7F32, LT2-10F32
	 	 	1-32	 
	LT2-5F33, LT2-7F33, LT2-10F33
	 	 	1-33	 
	LT2-5F34, LT2-7F34, LT2-10F34
	 	 	1-34	 
	LT2-5F35, LT2-7F35, LT2-10F35
	 	 	1-35	 
	LT2-5F36, LT2-7F36, LT2-10F36
	 	 	1-36	 
	LT2-5F37, LT2-7F37, LT2-10F37
	 	 	1-37	 
	LT2-5F38, LT2-7F38, LT2-10F38
	 	 	1-38	 
	LT2-5F39, LT2-7F39, LT2-10F39
	 	 	1-39	 
	LT2-5F40, LT2-7F40, LT2-10F40
	 	 	1-40	 
	LT2-5F41, LT2-7F41, LT2-10F41
	 	 	1-41	 
	LT2-5F42, LT2-7F42, LT2-10F42
	 	 	1-42	 
	LT2-5F43, LT2-7F43, LT2-10F43
	 	 	1-43	 







13









 






	 	 	 	 	 
	REMIC 2 Lower-Tier Interests
	 	Distribution Dates

	LT2-5F44, LT2-7F44, LT2-10F44
	 	 	1-44	 
	LT2-5F45, LT2-7F45, LT2-10F45
	 	 	1-45	 
	LT2-5F46, LT2-7F46, LT2-10F46
	 	 	1-46	 
	LT2-5F47, LT2-7F47, LT2-10F47
	 	 	1-47	 








	(3)	 	The Class LT3-R Interest is the sole class of residual interests in REMIC
3. It does not have an interest rate or a class principal amount.





     On each Distribution Date, the Trustee shall distribute the amount
distributed with respect to the Lower Tier Regular Interests in REMIC 2 allocable solely with respect to interest to
the Lower Tier Regular Interests in REMIC 3 at the rates described above, in
the following order and priority:




	(1)	 	First, to the Class LT3-I Interests the amount of interest accrued for
the related Accrual Period; and






	(2)	 	Second, pro rata, to the remaining Lower Tier Regular Interests in REMIC
3, based on the amount of interest accrued on each such Lower Tier Regular
Interest for the related Accrual Period.




On each Distribution Date, the Trustee shall distribute remaining amounts to,
and shall allocate Realized Losses among, the Lower Tier Regular Interest in
REMIC 3, other than the Class LT3-I and the Class LT3-R Interests, until the
class principal amount of each such class of Lower Tier Regular Interests
equals the Class Certificate Principal Balance of the Corresponding Class of
Certificates. Any remaining amounts shall be distributed with respect to the
Class LT3-R Interest.




Upper Tier REMIC




     The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Original Class Certificate Principal Balance for each
Class of Certificates comprising one or more regular interests in the Upper
Tier REMIC (except for the Class A-R Certificate) for purposes of the REMIC
Provisions:



	 	 	 	 	 	 	 	 	 
	 	 	Original Class	 	 
	 	 	Certificate Principal	 	Pass-Through
	Class
	 	Balance
	 	Rate

	Class A-1
	 	$	660,000,000	 	 	 	(1	)
	Class A-2
	 	$	136,200,000	 	 	 	(1	)
	Class A-3
	 	$	78,750,000	 	 	 	(1	)
	Class A-4
	 	$	168,625,000	 	 	 	(1	)
	Class A-X
	 	 	1,079,188,685	 	 	 	(1), 	(2)







14









 






	 	 	 	 	 	 	 	 	 
	 	 	Original Class	 	 
	 	 	Certificate Principal	 	Pass-Through
	Class
	 	Balance
	 	Rate

	Class A-R
	 	$	100	 	 	 	(1	)
	Class B-1
	 	$	16,187,000	 	 	 	(1	)
	Class B-2
	 	$	7,544,000	 	 	 	(1	)
	Class B-3
	 	$	3,777,000	 	 	 	(1	)
	Class B-4
	 	$	3,777,000	 	 	 	(1	)
	Class B-5
	 	$	2,158,000	 	 	 	(1	)
	Class B-6
	 	$	2,160,585	 	 	 	(1	)













	(1)	 	Calculated pursuant to the definition of “Pass-Through Rate,”
provided, however, that, for purposes of the REMIC Provisions, for
any of the first 47 Distribution Dates (and the related Accrual
Period) for which the interest rate on any REMIC 2 Lower Tier
Regular Interest having an “F” in its class designation is less than
7.86%, the Pass-Through Rate on each of these Classes of
Certificates shall be zero and any interest distributable with
respect to each such Class of Certificates on such Distribution Date
shall be treated as having been paid from the Available Funds Cap
Reserve Fund.
	 
	(2)	 	For purposes of the REMIC Provisions, the Class A-X
Certificate shall represent ownership of two REMIC regular
interests. One such regular interest represents the right to 100%
of the distributions with respect to the Class LT3-I Interest. The
second such regular interest represents the right to a specified
portion of the interest that accrues on the Lower Tier Regular
Interests in REMIC 3, other than the Class LT3-I, LT3-A-R, and Class
LT3-R Interests, at a per annum rate equal to the excess, if any, of
(i) the weighted average of the interest rates on such Lower Tier
Regular Interests, weighted based on the class principal amounts of
such Lower Tier Regular Interests on the first day of the related
Accrual Period, over (ii) a per annum rate that would be the
weighted average of the rates on such Lower Tier Regular Interests
if the rate on each such Lower Tier Regular Interest were subject to
a cap equal to the rate payable on the Corresponding Class of
Certificates (other than the Class A-X Certificates), provided,
however, that, for purposes of the REMIC Provisions, for any of the
first 47 Distribution Dates (and the related Accrual Period) for
which the interest rate on any REMIC 2 Lower Tier Regular Interest
having an “F” in its class designation is less than 7.86%, the
Pass-Through Rate on each of these Corresponding Classes of
Certificates shall be zero.





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



15









 




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 unless
otherwise indicated in this Agreement.




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



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



     “Account”: The Collection Account, the Distribution Account or each
Servicing Account as the context requires.



     “Accrual Period”: With respect to each Distribution Date and the Class
A-X and Class A-R Certificates, the calendar month prior to the month of such
Distribution Date. With respect to each Distribution Date and any Class of
Certificates (other than the Class A-X and Class A-R Certificates) and any
Class of Lower Tier Regular Interests, the period beginning on the 25th day of
the month immediately preceding the related Distribution Date (or the Closing
Date, in the case of the first Distribution Date) and ending on the 24th day of
the month in which related Distribution Date occurs.



     “Additional Collateral”: With respect to any Additional Collateral
Mortgage Loan, the marketable securities or other assets subject to a security
interest pursuant to the related pledge agreement.



     “Additional Collateral Mortgage Loan”: Each Mortgage Loan identified as
such in the Mortgage Loan Schedule and as to which Additional Collateral is
then required to be provided as security therefor.



     “Additional
Yield Maintenance Payment”: For each Swap Agreement and any
Distribution Date, any termination payments (excluding any Net Swap Payments)
then payable by the Separate Interest Trust to the Yield Maintenance
Counterparty as a result of an early termination of the related Swap Agreement.



     “Adjusted Net Loan Rate”: With respect to any Mortgage Loan (or related
REO Property), as of any date of determination, a per annum rate of interest
equal to the Net Loan Rate minus the Trustee Fee Rate.



     “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.



16









 





     “Advance”: As to any Mortgage Loan or REO Property, any advance made by
the Master Servicer in respect of any Distribution Date pursuant to Section
5.05.



     “Adverse REMIC Event”: Either (i) the 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) the 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
Subordinate Percentage”: Not applicable.



     “Agreement”: This Pooling and Servicing Agreement, dated as of June 1,
2004, as amended, supplemented and otherwise modified from time to time.



     “Applicable Credit Support Percentage”: As defined in Section 5.01(e).



     “Apportioned Principal Balance”: Not applicable.



     “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.



     “Auction Administrator”: As defined in Section 8.17.



     “Auction Administration Agreement”: The Auction Administration Agreement
dated as of June 30, 2004 between the Auction Swap Counterparty and the Auction
Administrator.



     “Auction Certificates”: The Class A-1, Class A-2, Class A-3 and Class A-4
Certificates.



     “Auction Distribution Date”: The Distribution Date in January 2008.



     “Auction Swap Agreement”: The swap agreement dated June 30, 2004 by and
between the Auction Swap Counterparty and the Auction Administrator, including
the ISDA Master Agreement between the Auction Swap Counterparty and the Auction
Administrator, the schedule thereto and the related confirmation (GCD Ref. No.
HG2BMR0/HG2BMS0/HG2BMT0/ HG2BMV0), each dated as of June 30, 2004.



     “Auction Swap Counterparty”: GCD.



17









 





     “Available Funds”: As to any Distribution Date, an amount equal to (i)
the sum, without duplication, of (a) the aggregate of the related 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, (b) Net Liquidation
Proceeds, Insurance Proceeds, Principal Prepayments (but not including
Prepayment Penalty Amounts), Recoveries and other unscheduled recoveries of
principal and interest in respect of the Mortgage Loans received during the
related Prepayment Period, (c) the aggregate of any amounts received in respect
of related REO Properties for such Distribution Date, (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 Servicers pursuant to the related
Servicing Agreements and Compensating Interest Payments deposited in the
Collection Account for such Distribution Date in respect of the Mortgage Loans,
(e) the aggregate of the Purchase Prices, Substitution Adjustments and amounts
collected pursuant to Sections 2.03 or 3.21 deposited in the Collection Account
during the related Prepayment Period in respect of the Mortgage Loans, (f) the
aggregate of any Advances made by the Servicers and the Master Servicer for
such Distribution Date in respect of the Mortgage Loans, (g) the aggregate of
any Advances made by the Trustee for such Distribution Date pursuant to Section
7.02 hereof in respect of the Mortgage Loans and (h) the Termination Price on
the Distribution Date on which the Trust is terminated; minus (ii) the sum of
(w) the Expense Fees for such Distribution Date in respect of the Mortgage
Loans, (x) amounts in reimbursement for Advances previously made in respect of
the Mortgage Loans and other amounts as to which the Servicers, the Trustee,
the Securities Administrator and the Master Servicer are entitled to be
reimbursed pursuant to Section 4.03, (y) the amount payable to the Trustee, the
Delaware Trustee, the Master Servicer, the Custodian or the Securities
Administrator pursuant to Section 8.05 and Section 3.27(c) and (z) amounts
deposited in the Collection Account or the Distribution Account, as the case
may be, in error.



     “Available Funds Cap”: As to any Distribution Date, a per annum rate, the
numerator of which is the product of (a) the excess of (i) the Available Funds
derived from or with respect to interest, over (ii) the aggregate Net Swap
Payments, if any, due to the Yield Maintenance Counterparty under the Swap
Agreements on such Distribution Date, and (b) 12; and the denominator of which
is the product of (x) the aggregate Certificate Principal Balances of the
Certificates immediately prior to such Distribution Date and (y) (i) the actual
number of days in the related Accrual Period divided by (ii) 30.



     “Available Funds Cap Reserve Fund”: A fund created as part of the Trust
Fund pursuant to Section 5.08 of this Agreement, but which is not an asset of
any of the REMICs.



     “Available Funds Cap Shortfall”: With respect to any Distribution Date
and each of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and
each Class of the Subordinate Certificates, any Unpaid Available Funds Cap
Shortfall plus the excess, if any, of (i) the amount of Monthly Interest
Distributable Amount that would have been payable on such Class for such
Distribution Date if the Pass-Through Rate for such Class were determined
without regard to clause (a) of the proviso in the relevant definition of
“Pass-Through Rate” over (ii) the actual Monthly Interest Distributable Amount
payable on such Class for such Distribution Date.



18









 





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



     “Bankruptcy Coverage Termination Date”: Not applicable.



     “Bankruptcy Loss”: Not applicable.



     “Bankruptcy Loss Coverage Amount”: Not applicable.



     “Base Value”: With respect to any Mortgage Loan for which Additional
Collateral has been pledged, the value of the Additional Collateral as
determined with respect to that Mortgage Loan in accordance with the applicable
underwriting guidelines.



     “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
Maryland, the State of Minnesota, the State of New York 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.



     “Cap Agreement”: The interest rate cap agreement dated June 30, 2004, by
and between the Yield Maintenance Counterparty and the Separate Interest Trust,
including the ISDA Master Agreement between the Yield Maintenance Counterparty
and the Separate Interest Trust, the schedule thereto and the related
confirmation (Ref. No. FXTMST42C1), each dated as of June 30, 2004.



     “Cap Amount”: For the Cap Agreement and any Distribution Date, the
amount, if any, to be paid by the Yield Maintenance Counterparty to the Trustee
for the account of the Separate Interest Trust pursuant to such Cap Agreement,
as calculated by the Yield Maintenance Counterparty based on information in the
Distribution Date Statement delivered to it pursuant to Section 5.04 on the
Business Day prior to the immediately preceding Distribution Date.




     “Certificate”: Any Regular Certificate or Residual Certificate.



     “Certificate
Guaranty Surety Bond”: With respect to the Additional
Collateral Mortgage Loans acquired by the Seller from Cendant Mortgage Corporation, the Limited Purpose
Surety Bond (No. AB0039BE) issued by the Surety.



     “Certificate Notional Balance”: With respect to the Class A-X
Certificates 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.



19









 





     “Certificate of Trust”: The certificate of trust filed with the Delaware
Secretary of State in respect of the Trust pursuant to Section 3810 of the
DSTS.



     “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 the Class A-X Certificates) 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.



     “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 A-1 Certificate”: Any of the Class A-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
A, 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 A-2 Certificate”: Any of the Class A-2 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, 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 A-3 Certificate”: Any of the Class A-3 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, 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 A-4 Certificate”: Any of the Class A-4 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, 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.



20









 







     “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 C,
evidencing the ownership of the sole class of “residual interests” in the Upper
Tier REMIC created hereunder as well as ownership of the Class LT1-R Interest,
Class LT2-R Interest and Class LT3-R Interest and representing the right to
distributions as set forth herein and therein.



     “Class A-X Certificate”: Any of the Class A-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
B, evidencing the ownership of two “regular interests” in the Upper Tier REMIC
created hereunder and representing the right to distributions as set forth
herein and therein.



     “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
D, 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 B-2 Certificate”: Any of the Class B-2 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
D, 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 B-3 Certificate”: Any of the Class B-3 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
D, 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 B-4 Certificate”: Any of the Class B-4 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
D, 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 B-5 Certificate”: Any of the Class B-5 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
D, 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 B-6 Certificate”: Any of the Class B-6 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
D, evidencing the ownership of a “regular



21









 




interest” in the Upper Tier REMIC created hereunder and representing the
right to distributions as set forth herein and therein.




     “Class A-1 Certificate Margin”: As to any Distribution Date on or prior
to the Auction Distribution Date, 0.31% per annum, and on any Distribution Date
after the Auction Distribution Date 0.62% per annum.



     “Class A-2 Certificate Margin”: As to any Distribution Date on or prior
to the Auction Distribution Date, 0.15% per annum, and on any Distribution Date
after the Auction Distribution Date 0.30% per annum.



     “Class A-3 Certificate Margin”: As to any Distribution Date on or prior
to the Auction Distribution Date, 0.28% per annum, and on any Distribution Date
after the Auction Distribution Date 0.56% per annum.



     “Class A-4 Certificate Margin”: As to any Distribution Date on or prior
to the Auction Distribution Date, 0.34% per annum, and on any Distribution Date
after the Auction Distribution Date 0.68% per annum.



     “Class B-1 Certificate Margin”: As to any Distribution Date, 0.60% per
annum.



     “Class B-2 Certificate Margin”: As to any Distribution Date, 1.00% per
annum.



     “Class B-3 Certificate Margin”: As to any Distribution Date, 1.00% per
annum.



     “Class B-4 Certificate Margin”: As to any Distribution Date, 1.00% per
annum.



     “Class B-5 Certificate Margin”: As to any Distribution Date, 1.00% per
annum.



     “Class B-6 Certificate Margin”: As to any Distribution Date, 1.00% per
annum.



     “Class Certificate Notional Balance”: With respect to the Class A-X
Certificates and any Distribution Date, the sum of the Certificate Principal
Balances of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, the
Class A-R Certificates and each class of Subordinate Certificates immediately
prior to such Distribution Date.



     “Class Certificate Principal Balance”: As to any Distribution Date, with
respect to any Class of Certificates (other than the Class A-X 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 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
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.



22









 





     “Class LT1-R Interest”: As described in the Preliminary Statement.



     “Class LT2-R Interest”: As described in the Preliminary Statement.



     “Class LT3-R Interest”: As described in the Preliminary Statement.



     “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 immediately before such Distribution Date.



     “Close of Business”: As used herein, with respect to any Business Day and
location, 5:00 p.m. at such location.



     “Closing Date”: June 30, 2004.



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



     “Collection Account”: The account or accounts created and maintained by
the Master Servicer pursuant to Section 4.02, which shall be entitled “Wells
Fargo Bank, N.A., as Master Servicer for Deutsche Bank National Trust Company,
as Trustee, in trust for the registered Holders of Thornburg Mortgage
Securities Trust 2004-2, Mortgage Loan Pass-Through Certificates, Series
2004-2” and which must be an Eligible Account.



     “Commission”: U.S. Securities and Exchange Commission.



     “Compensating Interest Payment”: With respect to any Distribution Date, an
amount equal to the amount, if any, by which (x) the aggregate amount of any
Interest Shortfalls (excluding for such purpose all shortfalls as a result of
Relief Act Reductions) required to be paid by the Servicers pursuant to the
related Servicing Agreement with respect to such Distribution Date, exceeds (y)
the aggregate amount actually paid by the Servicers in respect of such
shortfalls; provided, that such amount, to the extent payable by the Master
Servicer, shall not exceed the aggregate Master Servicing Fee that would be
payable to the Master Servicer in respect of such Distribution Date without
giving effect to any Compensating Interest Payment.



     “Converted Mortgage Loan”: Any Mortgage Loan as to which the Mortgagor
thereunder has exercised its right under the related Mortgage Note to convert
the adjustable Loan Rate thereon to a fixed Loan Rate.



     “Converted
Mortgage Loan Schedule”: With respect to each Distribution
Date, a schedule listing each Convertible Mortgage Loan that has become a
Converted Mortgage Loan during the immediately preceding Due Period, and the
Purchase Price for each such Converted Mortgage Loan in the form attached
hereto as Schedule II.



23









 





     “Convertible
Mortgage Loan”: Any Mortgage Loan which, at the option of
the Mortgagor and in accordance with the terms of the related Mortgage Note,
may have the related Mortgage Rate converted from an adjustable rate to a fixed
rate.



     “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 and the assignment of the Security
Agreement in blank; (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”: The principal corporate trust office of the
Trustee 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 1761 East St. Andrew Place,
Santa Ana, CA 92705, Attention: Thornburg 2004-2 TM0402, or at such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Seller.



     “Correspondent Sellers Guide”: The Seller’s Correspondent Sellers Guide,
revised January 2003 and as revised from time to time.



     “Corresponding Class”: With respect to each class of Lower Tier Regular
Interests in REMIC 3, the Class or Classes of Certificates corresponding to
such class of Lower Tier Regular Interests as set forth in the Preliminary
Statement.



24









 





     “Custodian”: Deutsche Bank National Trust Company, and its successors
acting as custodian of the Mortgage Files.



     “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 June 1,
2004. With respect to any Qualified Substitute Mortgage Loan, the date
designated as such on the Mortgage Loan Schedule (as amended).



     “Cut-Off Date Aggregate Principal Balance”: The aggregate of the Cut-Off
Date Principal Balances of the Mortgage Loans.



     “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).



     “Debt Service Reduction”: Not applicable.



     “Deficient Valuation”: Not applicable.



     “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.



     “Delaware Statutory Trust Statute” or “DSTS”: As defined in Section
1A.03.



     “Delaware Trustee”: Deutsche Bank Trust Company Delaware, not in its
individual capacity but solely as trustee, and its successors and assigns.



     “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 Exchange Act. 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.



25









 





     “Determination Date”: For any Distribution Date and each Mortgage Loan,
the date each month, as set forth in the related Servicing Agreement, on which
the related Servicer determines the amount of all funds required to be remitted
to the Master Servicer on the Servicer Remittance Date with respect to the
Mortgage Loans it is servicing.



     “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 4.04 hereof which shall be
entitled “Distribution Account, Deutsche Bank National Trust Company, as
Trustee, in trust for the registered Certificateholders of Thornburg Mortgage
Securities Trust 2004-2, Mortgage Loan Pass-Through Certificates, Series
2004-2” 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 25th day of the month, or, if such day is not a
Business Day, the next Business Day commencing in July 2004.



     “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 such 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 such
Distribution Date occurs and ending on the first day of the month in which such
Distribution Date occurs.



26









 





     “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
each 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 each 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 each Rating Agency without
reduction or withdrawal of its then current ratings of the Certificates
as evidenced by a letter from such Rating Agency to the Trustee.
Eligible Accounts may bear interest.



     “Employee Loan”: Any Mortgage Loan identified as such in the Mortgage
Loan Schedule and which was originated by the Seller, which provides for an
increase in the Loan Rate thereof in the event of the change of employment of
the Mortgagor thereunder.



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



     “ERISA-Restricted Auction Certificates”: Any of the Class A-1, Class A-2,
Class A-3, or Class A-4 Certificates.



     “ERISA-Restricted Certificates”: The Residual Certificate and any
Certificate that does not satisfy the applicable rating requirement under the
Underwriter’s Exemption.



     “ERISA-Restricted Yield Maintenance Certificates”: Any of the Class A-1,
Class A-2, Class A-3, Class A-4, Class B-1, Class B-2 or Class B-3
Certificates.



     “Escrow Payments”: The amounts constituting ground rents, taxes,
assessments, water rates, fire and hazard insurance premiums and other payments
required to be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.



27









 





     “Event of Default”: In respect of the Master Servicer, one or more of the
events (howsoever described) set forth in Section 7.01 hereof as an event or
events upon the occurrence and continuation of which the Master Servicer may be
terminated.



     “Excess Loss”: Not applicable.



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



     “Expense Fee”: With respect to any Mortgage Loan, the sum of (w) the
Retained Interest, if any, (x) the Master Servicing Fee, (y) the related
Servicing Fee with respect to the related Servicer and (z) the Trustee Fee for
such Mortgage Loan.



     “Expense Fee Rate”: With respect to any Mortgage Loan, the per annum rate
at which the Expense Fee accrues for such Mortgage Loan as set forth in the
Mortgage Loan Schedule.



     “Fannie Mae”: The Federal National Mortgage Association or any successor
thereto.



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



     “Final Recovery Determination”: With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller pursuant to or contemplated by Section 2.03, 3.21 and 10.01), a
determination made by the related Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which it expects to be
finally recoverable in respect thereof have been so recovered.



     “Five-Year Hybrid Mortgage Loans”: The Mortgage Loans set forth on
Schedule V hereto.



     “Fraud Loan”: Not applicable.



     “Fraud Loss Coverage Amount”: Not applicable.



     “Fraud Loss Coverage Termination Date”: Not applicable.



     “Fraud Losses”: Not applicable.



     “Freddie Mac”: The Federal Home Loan Mortgage Corporation or any
successor thereto.



     “GCD”: Greenwich Capital Derivatives, Inc.



     “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.



28









 





     “Indemnified Persons”: The Trustee (in all capacities hereunder), the
Delaware Trustee, the Master Servicer, the Depositor and the Securities
Administrator 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.



     “Index”: With respect to each Mortgage Loan and each Adjustment Date, the
index specified in the related Mortgage Note.



     “Initial Bankruptcy Loss Coverage Amount”: Not applicable.



     “Initial Certificate Principal Balance”: With respect to any Certificate
(other than the Class A-X Certificates), the amount designated “Initial
Certificate Principal Balance” on the face thereof.



     “Initial Certificate Notional Balance”: With respect to the Class A-X
Certificates, the amount designated “Initial Certificate Notional Balance” on
the face thereof.



     “Initial LIBOR Rate”: 1.340%.



     “Initial Loan Balance”: $1,079,188,685.11.



     “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 related Servicing Agreement.



     “Interest Distributable Amount”: With respect to any Distribution Date
and each Class of 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, constitutes an amount determined as follows:



     (a) Principal Prepayments in part received during the relevant Prepayment
Period: the difference between (i) one month’s interest at the applicable Net
Loan Rate on the amount of



29









 




such prepayment and (ii) the amount of interest for the calendar month of
such prepayment (adjusted to the applicable Net Loan Rate) received at the time
of such prepayment; and




     (b) Principal Prepayments in full received during the relevant Prepayment
Period: the difference between (i) one month’s 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) received at the
time of such prepayment; and



     (c) any Relief Act Reductions for such Distribution Date.



     “Latest Possible Maturity Date”: As determined as of the Cut-Off Date,
the Distribution Date following the fifth anniversary of the scheduled maturity
date of the Mortgage Loan having the latest scheduled maturity date as of the
Cut-Off Date.




     “LIBOR”: With respect to the first Accrual Period, the Initial LIBOR
Rate. With respect to each subsequent Accrual Period, a per annum rate
determined on the LIBOR Determination Date in the following manner by the
Securities Administrator on the basis of the “Interest Settlement Rate” set by
the BBA for one-month United States dollar deposits, as such rates appear on
the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date.



     (a) If on such a LIBOR Determination Date, the BBA’s Interest Settlement
Rate does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time),
or if the Telerate Page 3750 is not available on such date, the Securities
Administrator will obtain such rate from Reuters’ “page LIBOR 01” or
Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR
Determination Date, LIBOR for such date will be the most recently published
Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the Securities Administrator will designate an alternative
index that has performed, or that the Securities Administrator expects to
perform, in a manner substantially similar to the BBA’s Interest Settlement
Rate. The Securities Administrator will select a particular index as the
alternative index only if it receives an Opinion of Counsel, which opinion
shall be an expense reimbursed from the Distribution Account, that the
selection of such index will not cause any REMIC created hereunder to lose its
classification as a REMIC for federal income tax purposes.



     (b) The establishment of LIBOR by the Securities Administrator and the
Securities Administrator’s subsequent calculation of the Pass-Through Rate
applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 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.



30









 





     “LIBOR Determination Date”: The second LIBOR Business Day immediately
preceding the commencement of each Accrual Period for the Class A-1, Class A-2,
Class A-3, Class A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates.



     “Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage
Loan in respect of which the related Servicer or the Master 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 related Servicing Agreement.



     “Liquidation Expenses”: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Master
Servicer or the related Servicers, 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 related Servicer as proceeds from the
liquidation of such Mortgage Loan, as determined in accordance with the
applicable provisions of the related Servicing Agreement, other than
Recoveries; provided that (i) 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 related Servicing Agreement,
“Liquidation Proceeds” shall also include amounts realized in connection with
such repurchase, substitution or sale and (ii) with respect to a defaulted
Additional Collateral Mortgage Loan, “Liquidation Proceeds” shall also include
the amount realized on the related Additional Collateral and pursuant to the
Certificate Guaranty Surety Bond with respect to such Mortgage Loan.



     “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-Collateral 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 less the Base Value of any related



31









 




Additional Collateral and the denominator of which is the Value of the
related Mortgaged Property.




     “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 Regular Interest”: As described in the Preliminary Statement.



     “Lower Tier REMIC”: As described in the Preliminary Statement, any of
REMIC 1, REMIC 2, or REMIC 3.



     “Majority Certificateholders”: The Holders of Certificates evidencing at
least 51% of the Voting Rights.



     “Master Servicer”: Wells Fargo Bank, N.A., or any successor Master
Servicer appointed as herein provided.



     “Master Servicer Certification”: A written certification covering
servicing of the Mortgage Loans by all Servicers and signed by an officer of
the Master Servicer 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 superceded 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 Master
Servicer, materially more onerous than the form of the required certification
as of the Closing Date, the Master Servicer Certification shall be as agreed to
by the Master Servicer, the Depositor and the Seller following a negotiation in
good faith to determine how to comply with any such new requirements.



     “Master Servicer Remittance Date”: No later than 3 P.M. New York City
time one Business Day prior to each Distribution Date.



32









 





     “Master Servicing Fee”: As to any Distribution Date and each related
Mortgage Loan, an amount equal to the product of the applicable Master
Servicing Fee Rate and the outstanding Principal Balance of such Mortgage Loan
as of the first day of the related Due Period. The Master Servicing Fee for
any Mortgage Loan shall be payable in respect of any Distribution Date solely
from the interest portion of the Monthly Payment or other payment or recovery
with respect to such Mortgage Loan.



     “Master Servicing Fee Rate”: 0.015% per annum.



     “Master Servicing Guide”: Wells Fargo Conduit and Norwest Conduit
Servicing Guide, dated January 1997, as amended July 2001.



     “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.



     “MIN”: The Mortgage Identification Number for any MERS Mortgage Loan.





     “Modifiable Mortgage Loan”: Any Mortgage Loan which, at the option of the
Mortgagor and in accordance with the terms of the related Mortgage Note, may
have the related Mortgage Rate modified to any adjustable rate or hybrid
product offered at the time by the related originator.



     “Modified Mortgage Loan”: Any Modifiable Mortgage Loan as to which the
related Mortgagor has exercised the right to modify the Mortgage Rate.



     “Modified Mortgage Loan Schedule”: With respect to each Distribution
Date, a schedule listing each Modifiable Mortgage Loan in the form set forth in
Schedule III hereto that has become a Modified Mortgage Loan during the
immediately preceding Due Period, and the Purchase Price for each such Modified
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.



33









 





     “Monthly Interest Distributable Amount”: With respect to each Class of
Certificates and any Distribution Date, the amount of interest accrued during
the related Accrual Period at the related Pass-Through Rate on the Class
Certificate Principal Balance or Class Certificate Notional Balance, as
applicable, of that Class immediately prior to such Distribution Date.



     “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 related Servicing Agreement; and (c) on the assumption that all other
amounts, if any, due under such Mortgage Loan are paid when due.



     “Moody’s”: Moody’s Investors Service, Inc. or any successor thereto.



     “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 June 1, 2004, 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 Mortgagor’s 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;




34









 






	 	(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 value of any Additional Collateral at
origination;
	 
	 	(xi)	 	the Loan-to-Collateral Value Ratio at
origination;
	 
	 	(xii)	 	the Loan Rate in effect immediately following
the Cut-Off Date;
	 
	 	(xiii)	 	the date on which the first Monthly Payment is or was due
on the Mortgage Loan;
	 
	 	(xiv)	 	the stated maturity date;
	 
	 	(xv)	 	the Master Servicing Fee Rate and the Servicing
Fee Rate, if any;
	 
	 	(xvi)	 	whether such loan is an Additional Collateral
Mortgage Loan or an Employee Loan;
	 
	 	(xvii)	 	the last Due Date on which a Monthly Payment was actually
applied to the unpaid Stated Principal Balance;
	 
	 	(xviii)	 	the original principal balance of the Mortgage Loan;
	 
	 	(xix)	 	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);
	 
	 	(xx)	 	the Index and Gross Margin specified in related Mortgage Note;
	 
	 	(xxi)	 	the next Adjustment Date, if applicable;
	 
	 	(xxii)	 	the Maximum Loan Rate, if applicable;
	 
	 	(xxiii)	 	the Value of the Mortgaged Property;
	 
	 	(xxiv)	 	the sale price of the Mortgaged Property, if applicable;
	 
	 	(xxv)	 	the product code;
	 
	 	(xxvi)	 	Expense Fee Rate therefor; and




35









 






	 	(xxvii)	 	the Servicer, if any, that is servicing each Mortgage Loan
and the originator of the Mortgage Loan.





     Information set forth in clauses (ii) and (iii) above regarding each
Mortgagor and the related Mortgaged Property shall be confidential and the
Trustee (or Master Servicer) shall not disclose such information except to the
extent disclosure may be required by any law or regulatory or administrative
authority; provided, however, that the Trustee may disclose on a confidential
basis any such information to its agents, attorneys and any auditors in
connection with the performance of its responsibilities hereunder.



     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 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. 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.



     “Net Interest Shortfall”: With respect to any Distribution Date, the
excess of the Interest Shortfall, if any, for such Distribution Date over the
sum of (i) Interest Shortfalls paid by the Servicers under the related
Servicing Agreements with respect to such Distribution Date and (ii)
Compensating Interest Payments made 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, related Servicing Advances,
Master Servicing Fee, related Servicing Fees and any other accrued and unpaid
servicing fees received and retained in connection with the liquidation of such
Mortgage Loan or Mortgaged Property, and any related Retained Interest.



     “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



36









 




for such Mortgage Loan minus the related Servicing Fee Rate, Master
Servicing Fee Rate and Retained Rate, if any.




     “Net Realized Losses”: For any Class of Certificates and any Distribution
Date, the excess of (i) the amount of Realized Losses previously allocated to
such Class over (ii) the amount of any increases to the Class Certificate
Principal Balance of such Class pursuant to Section 5.10 due to Recoveries.



     “Net Swap Amount”: For each Swap Agreement and any Distribution Date, the
amount, if any, to be paid by the Yield Maintenance Counterparty to the Trustee
for the account of the Separate Interest Trust pursuant to such Swap Agreement.



     “Net Swap Payment”: For each Swap Agreement and any Distribution Date,
the amount, if any, to be paid by the Separate Interest Trust to the Yield
Maintenance Counterparty, other than Additional Yield Maintenance Payments,
pursuant to such Swap Agreement.



     “Nonrecoverable”: The determination by the Master Servicer or the related
Servicer in respect of a delinquent Mortgage Loan that if it were to make an
Advance in respect of thereof, such amount would not be recoverable from any
collections or other recoveries (including Liquidation Proceeds) on such
Mortgage Loan.



     “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, the Master
Servicer or the Depositor, as applicable.



     “One-Month LIBOR”: The average of interbank offered rates for one month
U.S. dollar deposits in the London market based on quotations of major banks.



     “One-Month LIBOR Indexed”: Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the One-Month LIBOR index.



     “One-Year CMT”: The weekly average yield 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-Year CMT Indexed”: Indicates a Mortgage Loan that has an adjustable
Loan Rate calculated on the basis of the One-Year CMT Index.



     “One-Year LIBOR”: The average of interbank offered rates for one-year
U.S. dollar deposits in the London market based on quotations of major banks.



     “One-Year LIBOR Indexed”: Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the One-Year LIBOR index.



37









 





     “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.



     “Optional Securities Purchase Date”: The first Distribution Date that the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
immediately preceding Due Period is equal to or less than 20% of the Cut-off
Date Aggregate Principal Balance.



     “Optional Securities Purchase Right”: The right of TMI to purchase
the outstanding Certificates (other than the Private Certificates) in
accordance with Section 6.06.



     “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
	 	 	3.30	%
	Class B-2
	 	 	1.80	%
	Class B-3
	 	 	1.10	%
	Class B-4
	 	 	0.75	%
	Class B-5
	 	 	0.40	%
	Class B-6
	 	 	0.20	%







     “Original Class Certificate Notional Balance”: With respect to the Class
A-X Certificates, the corresponding aggregate notional amount set forth
opposite the Class designation of such Class in the Preliminary Statement.



     “Original Class Certificate Principal Balance”: With respect to each
Class of Certificates other than the Class A-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.


     “Original Trust Agreement”: The Trust Agreement
dated June 25, 2004, among the Depositor, the Trustee and the Delaware Trustee.



     “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.



38









 





     “Pass-Through Rate”: With respect to each Class of Certificates and any
Distribution Date, the rate set forth below:




	 	(i)	 	The Pass-Through Rate for the Class A-1
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class A-1 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(ii)	 	The Pass-Through Rate for the Class A-2
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class A-2 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(iii)	 	The Pass-Through Rate for the Class A-3
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class A-3 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(iv)	 	The Pass-Through Rate for the Class A-4
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class A-4 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(v)	 	The Pass-Through Rate for the Class A-X
Certificates with respect to any Distribution Date shall be
equal to the product of (1) the excess, if any, of (a) the
Available Funds Cap for such Distribution Date over (b) the
weighted average of the Pass-Through Rates of the Certificates
(other than the Class A-X Certificates) for such Distribution
Date, weighted on the basis of such Certificates’ respective
Class Certificate Principal Balances and (2) a fraction, the
numerator of which is the actual number of days elapsed in the
Accrual Period and the denominator of which is 30.
	 
	 	(vi)	 	The Pass-Through Rate for the Class A-R
Certificates with respect to any Distribution Date shall be
equal to the product of (1) the Available Funds Cap for such
Distribution Date and (2) a fraction, the numerator of which
is the actual number of days elapsed in the Accrual Period and
the denominator of which is 30.




39









 






	 	(vii)	 	The Pass-Through Rate for the Class B-1
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class B-1 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(viii)	 	The Pass-Through Rate for the Class B-2 Certificates with
respect to any Distribution Date shall be the per annum rate
equal to the sum of (1) LIBOR plus (2) the Class B-2
Certificate Margin; provided, that such Pass-Through Rate
shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(ix)	 	The Pass-Through Rate for the Class B-3
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class B-3 Certificate Margin; provided that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(x)	 	The Pass-Through Rate for the Class B-4
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class B-4 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(xi)	 	The Pass-Through Rate for the Class B-5
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class B-5 Certificate Margin; provided, that such Pass-Through
Rate shall in no event be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.
	 
	 	(xii)	 	The Pass-Through Rate for the Class B-6
Certificates with respect to any Distribution Date shall be
the per annum rate equal to the sum of (1) LIBOR plus (2) the
Class B-6 Certificate Margin; provided that in no event shall
such Pass-Through Rate be greater than the lesser of (a) the
Available Funds Cap for such Distribution Date and (b) 11.50%
per annum.





     “Paying Agent”: Any paying agent appointed pursuant to Section 6.05
hereof.



     “Percentage Interest”: With respect to any Certificate other than a
Residual Certificate, a fraction, expressed as a percentage, the numerator of
which is the Initial Certificate Principal



40









 




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 each Class of
Residual Certificate, 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 Master Servicer, 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 the Master
Servicer or their 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 each 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
Agencies;




     (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 each 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 each
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, the Master Servicer or an affiliate
thereof having the highest applicable rating from each Rating Agency; and



41









 






     (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 each Rating Agency in writing as a
permitted investment of funds backing securities having ratings
equivalent to its highest initial rating of the Senior Certificates;


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




     “Permitted Transferee”: Any Transferee of a Residual Certificate other
than a Disqualified Organization or 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 Residual Certificate.



     “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 by the applicable Servicer during the immediately preceding
Prepayment Period, but only to the extent required to be remitted to the Master
Servicer on the applicable Servicer Remittance Date under the terms of the
related 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. 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 Distribution Amount”: With respect to any Distribution Date,
the sum of (a) each scheduled payment of principal collected or advanced on the
Mortgage Loans by the related Servicer or the Master Servicer in respect of the
related Due Period, (b) that portion of the Purchase Price, representing
principal of any repurchased or purchased Mortgage Loan,



42









 




deposited to the Collection Account during the related Prepayment Period,
(c) the principal portion of any Substitution Adjustments deposited in the
Collection 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 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, (f) all
Principal Prepayments in part or in full on Mortgage Loans applied by the
Servicers or the Master Servicer during the related Prepayment Period, (g) all
Recoveries received during the calendar month preceding the month of such
Distribution Date and (h) 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.




     “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-4, Class B-5 and Class B-6
Certificates.



     “Private Placement Memorandum”: The Private Placement Memorandum dated
June 23, 2004, relating to the initial sale of the Class B-4, Class B-5 and
Class B-6 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 April 23, 2004, relating to the Senior Certificates and the
Class B-1, Class B-2 and Class B-3 Certificates.



     “Prospectus Supplement”: That certain Prospectus Supplement, dated June
23, 2004, relating to the initial sale of the Senior Certificates and the Class
B-1, Class B-2 and Class B-3 Certificates.



     “Purchase Price”: With respect to any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03, Section 3.21 or
Section 10.01 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 is 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 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



43









 




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 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, 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 and a Loan-to-Collateral Value Ratio as of the date
of substitution equal to or lower than the Loan-to-Value Ratio and the
Loan-to-Collateral Value Ratio, respectively, 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, the Loan-to-Value Ratio and Loan-to-Collateral Value Ratio
described in clause (viii) hereof shall be satisfied as to



44









 




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”: Each of S&P and Moody’s and any respective successors
thereto. If Moody’s, S&P or their respective successors shall no longer be in
existence, “Rating Agency” shall include such nationally recognized statistical
rating agency or agencies, or other comparable Person or Persons, as shall have
been designated by the Depositor, notice of which designation shall be given to
the Trustee and the Master Servicer.



     “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.



     “Record Date”: With respect to each Distribution Date and each Class of
Certificates, the last Business Day of the calendar month preceding the month
in which such Distribution Date occurs.



     “Recovery”: With respect to any Distribution Date and a Mortgage Loan
that became a Liquidated Mortgage Loan in a month preceding the related
Prepayment Period to such Distribution Date and with respect to which the
related Realized Loss was allocated to one or more Classes of Certificates, an
amount received in respect of such Liquidated Mortgage Loan during the related
Prepayment Period, net of any reimbursable expenses.



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



     “Regular Certificate”: Any Class A-1, Class A-2, Class A-3, Class A-4,
Class A-X, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6
Certificate.



     “Relief Act”: The Servicemembers Civil Relief Act, formerly known as the
Soldiers’ and Sailors’ Civil Relief Act of 1940.



     “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
month’s 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.



45









 





     “REMIC 1”: As described in the Preliminary Statement.



     “REMIC 2”: As described in the Preliminary Statement.



     “REMIC 3”: As described in the Preliminary Statement.



     “REMIC Opinion”: An Independent Opinion of Counsel, to the effect that
the proposed action described therein would not, under the REMIC Provisions
cause an Adverse REMIC Event.



     “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 Master Servicer’s Remittance Report to the
Securities Administrator providing information with respect to each Mortgage
Loan which is provided no later than the second Business Day following each
Determination Date and which shall contain such information as may be agreed
upon by the Master Servicer and the Securities Administrator and which shall be
sufficient to enable the Securities Administrator 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 a Servicer in
respect of an REO Property pursuant to the related 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
month’s 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 related
Servicing Agreement in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the
applicable Servicer pursuant to the applicable provisions of the related
Servicing Agreement



46









 




for unpaid Master Servicing Fees and 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 applicable Servicer
on behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
accordance with the applicable provisions of the related Servicing Agreement.



     “Replacement Receipts”: As defined in Section 5.07 hereof.



     “Replacement Receipts Account”: As defined in Section 5.07 hereof.



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



     “Required Reserve Fund Deposit”: For any Distribution Date, an amount
equal to the lesser of (i) the Monthly Interest Distributable Amount for the
Class A-X Certificates for such Distribution Date and (ii) the amount required
to maintain the balance on deposit in the Available Funds Cap Reserve Fund at
an amount equal to the greater of (a) the excess, if any, of (1) the Available
Funds Cap Shortfalls for such Distribution Date with respect to the Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates and each Class of Subordinate
Certificates over (2) the aggregate Net Swap Amounts and Cap Amounts received
for the related Distribution Date and (b) $2,500.



     “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”: The Class A-R Certificate.



     “Responsible Officer”: When used with respect to the Trustee, any
director, 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 officer’s
knowledge of and familiarity with the particular subject.



     “Restricted Classes”: As defined in Section 5.01(e).



     “Restricted Global Security”: As defined in Section 6.01.



     “Retained Interest”: As to any Employee Loans originated by Thornburg and
each Distribution Date, interest accrued on the Principal Balance thereof at
the Retained Rate.



47









 





     “Retained Interest Holder”: With respect to each Employee Loan, the
Seller or any successor in interest by assignment or otherwise.



     “Retained Rate”: As of the Cut-off Date, and for each Due Period
thereafter, 0.00% per annum; provided, however, if the related Mortgagor of the
Employee Loan ceases to be an employee or a director of Thornburg or its
Affiliates, the amount of the increase in the per annum rate set forth in the
related Mortgage Note.



     “S&P”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill

Companies, Inc., or any successor thereto.



     “Securities Administrator”: Wells Fargo Bank, N.A., or its successor in
interest, or any successor securities administrator appointed as herein
provided.



     “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”: Thornburg, in its capacity as seller under this Agreement.



     “Senior Certificate”: Any one of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-X or Class A-R Certificates.



     “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 any Distribution Date, the
percentage equivalent of a fraction the numerator of which is the aggregate of
the Class Certificate Principal Balances of all Classes of Senior Certificates
immediately prior to such Distribution Date and the denominator of which is the
Stated Principal Balance of all Mortgage Loans for such Distribution Date.



     “Senior Prepayment Percentage”: With respect to any Distribution Date
before July 2011, 100%. Except as provided herein, the Senior Prepayment
Percentage for any Distribution Date occurring on or after the seventh
anniversary of the first Distribution Date will be as follows: (i) from July
2011 through June 2012, the related Senior Percentage plus 70% of the related
Subordinate Percentage for such Distribution Date; (ii) from July 2012 through
June 2013, the related Senior Percentage plus 60% of the related Subordinate
Percentage for such Distribution Date; (iii) from July 2013 through June 2014,
the related Senior Percentage plus 40% of the related Subordinate Percentage
for such Distribution Date; (iv) from July 2014 through June 2015, the related
Senior Percentage plus 20% of the related Subordinate Percentage for such
Distribution Date; and (v) from and after July 2015, the related Senior
Percentage for such Distribution Date; provided, however, that there shall be
no reduction in the Senior



48









 




Prepayment Percentage unless the Step Down Conditions are satisfied; and
provided, further, that if on any Distribution Date occurring on or after the
Distribution Date in July 2011, the Senior Percentage exceeds the initial
Senior Percentage, the Senior Prepayment Percentage for such Distribution Date
will again equal 100%.




     Notwithstanding the above, (i) if on any Distribution Date prior to July
2007 the Two Times Test is satisfied, the Senior Prepayment Percentage will
equal the Senior Percentage for such Distribution Date plus 50% of the
Subordinate Percentage for such Distribution Date and (ii) if on any
Distribution Date in or after July 2007 the Two Times Test is satisfied, the
Senior Prepayment Percentage will equal the Senior Percentage for such
Distribution Date.



     “Senior Principal Distribution Amount”: With respect to any Distribution
Date, the sum of:




     (1) the Senior Percentage of all amounts described in clauses (a)
through (d) of the definition of “Principal Distribution Amount” for such
Distribution Date;




     (2) with respect to each Mortgage Loan which became a Liquidated
Mortgage Loan during the related Prepayment Period, the lesser of




	 	(x)	 	the Senior Percentage of the Stated
Principal Balance of that Mortgage Loan; and
	 
	 	(y)	 	the Senior Prepayment Percentage of
the amount of the Net Liquidation Proceeds allocable to
principal received with respect to that Mortgage Loan;
and






     (3) the Senior Prepayment Percentage of the amounts described in
clause (f) of the definition of “Principal Distribution Amount.”



     “Senior Termination Date”: Not applicable.



     “Separate Interest Trust”: As defined in Section 5.09 hereof.



     “Servicer”: Each of the several primary servicers of the Mortgage Loans
as set forth and as individually defined in Exhibit N hereto and any successors
thereto.



     “Servicer Remittance Date”: With respect to each Mortgage Loan, the 18th
day of each month, or the next Business Day if such 18th day is not a Business
Day.



     “Servicing Account”: Any account established and maintained for the
benefit of the Master Servicer or the Trust by a Servicer with respect to the
related Mortgage Loans and any REO Property, pursuant to the terms of the
respective Servicing Agreement.



     “Servicing Advances”: With respect to any Servicer or the Master
Servicer, all customary, reasonable and necessary “out of pocket” costs and
expenses (including reasonable



49









 




attorneys’ fees and expenses) incurred by any Servicer or the Master
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 related Servicing Agreements.




     “Servicing Agreement”: The servicing agreements relating to the Mortgage
Loans as set forth in Exhibit N hereto, servicing arrangements for any Mortgage
Loans under the Seller’s Correspondent Sellers Guide, and any other servicing
agreement entered into between a successor servicer and the Seller or the
Trustee on behalf of the Trust pursuant to the terms hereof.



     “Servicing Fee”: With respect to each Servicer and each Mortgage Loan
serviced by such Servicer and for any calendar month, the fee payable to such
Servicer determined pursuant to the related 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 a Master Servicer or 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 by the Master Servicer to the Trustee and the Depositor on the
Closing Date, as such list may from time to time be amended.



     “Seven-Year Hybrid Mortgage Loans”: The Mortgage Loans set forth on
Schedule VI hereto.



     “Significant Modification”: As defined in Section 3.21.



     “Significant Modification Loan”: As defined in Section 3.21.



     “Six-Month LIBOR”: The average of interbank offered rates for six-month
U.S. dollar deposits in the London market based on quotations of major banks.



     “Six-Month LIBOR Indexed”: Indicates a Mortgage Loan that has an
adjustable Loan Rate calculated on the basis of the Six-Month LIBOR index.



     “Special Hazard Coverage Termination Date”: Not applicable.



     “Special Hazard Loss”: Not applicable.



     “Special Hazard Loss Coverage Amount”: Not applicable.



     “Special Hazard Mortgage Loan”: Not applicable.



50









 





     “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 July 2004, 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 outstanding
principal balance of such Mortgage Loan as of the Cut-Off Date, as shown in the
Mortgage Loan Schedule, 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 applicable Servicer as recoveries of
principal in accordance with the applicable provisions of the related Servicing
Agreement, to the extent distributed pursuant to Section 5.01 before 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. 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 the 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 the Distribution Date on the seventh anniversary of the
first Distribution Date, 30% of the aggregate Certificate Principal
Balance of the Subordinate Certificates as of the Closing Date,






	 	•	 	for the Distribution Date on the eighth anniversary of the
first Distribution Date, 35% of the aggregate Certificate Principal
Balance of the Subordinate Certificates as of the Closing Date,






	 	•	 	for the Distribution Date on the ninth anniversary of the
first Distribution Date, 40% of the aggregate Certificate Principal
Balance of the Subordinate Certificates as of the Closing Date,




51









 






	 	•	 	for the Distribution Date on the tenth anniversary of the
first Distribution Date, 45% of the aggregate Certificate Principal
Balance of the Subordinate Certificates as of the Closing Date, and






	 	•	 	for the Distribution Date on the eleventh anniversary of the
first Distribution Date, 50% of the aggregate Certificate Principal
Balance of the Subordinate Certificates as of the Closing Date.





     “Subordinate Certificate”: Any one of the Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 or Class B-6 Certificates.



     “Subordinate Component”: Not applicable.



     “Subordinate Percentage”: With respect to any Distribution Date, the
difference between 100% and the Senior Percentage for such Distribution Date.



     “Subordinate Prepayment Percentage”: With respect to any Distribution
Date, the difference between 100% and the Senior Prepayment Percentage for such
Distribution Date.



     “Subordinate Principal Distribution Amount”: With respect to any
Distribution Date, an amount equal to the sum of:




     (1) the Subordinate Percentage of all amounts described in clauses
(a) through (d) of the definition of “Principal Distribution Amount” for
such Distribution Date;




     (2) with respect to each Mortgage Loan 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 such
Distribution Date, up to the related Subordinate Percentage of the Stated
Principal Balance of such Mortgage Loan; and




     (3) the Subordinate Prepayment Percentage of all amounts described
in clause (f) of the definition of “Principal Distribution Amount” for
such Distribution Date.



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



     “Surety”: Ambac Assurance Corporation (formerly known as AMBAC Indemnity
Corporation), or any successor thereto, as issuer of the Certificate Guaranty
Surety Bond.



     “Swap Agreement”: Each of the three swap agreements dated June 30, 2004
by and between the Yield Maintenance Counterparty and the Separate Interest
Trust, including the ISDA Master Agreement between the Yield Maintenance
Counterparty and the Trust, the schedule thereto, the related confirmations,
each dated as of June 30, 2004 (Ref. Nos. FXTMST42A2, FXTMST42A3, and
FXTMST42A4) and the amendments to such confirmations, each dated as of July 6,
2004.



52









 





     “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 each of the REMICs 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.



     “Telerate Page 3750”: The display currently so designated as “Page 3750”
on the Bridge Telerate Service (or such other page selected by the Master
Servicer as may replace Page 3750 on that service for the purpose of displaying
daily comparable rates on prices).



     “Ten-Year Hybrid Mortgage Loans”: The Mortgage Loans set forth on
Schedule VII hereto.



     “Termination Price”: As defined in Section 10.01(a) hereof.



     “Termination Receipts”: As defined in Section 5.07 hereof.



     “Termination Receipts Account”: As defined in Section 5.07 hereof.



     “Thornburg”: Thornburg Mortgage Home Loans, Inc., a Delaware corporation,
and its successors and assigns.



     “Three-Year Hybrid Mortgage Loans”: The Mortgage Loans set forth on
Schedule IV hereto.



     “TMI”: Thornburg Mortgage Inc., a Maryland corporation, and its
successors and assigns.



     “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”: Thornburg Mortgage Securities Trust 2004-2, a Delaware
statutory trust.



     “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



53









 




collections thereon and proceeds thereof (but not including any Prepayment
Penalty Amounts), (ii) any REO Property, together with all collections thereon
and proceeds thereof, (iii) the Trustee’s 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 Depositor’s rights under the
Mortgage Loan Purchase Agreement (including any security interest created
thereby); (v) the Depositor’s security interest in the Additional Collateral,
(vi) the Collection Account, 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, (vii) the
Certificate Guaranty Surety Bond with respect to the Additional Collateral
Mortgage Loans conveyed to the Seller from Cendant Mortgage Corporation, (viii) all right, title and
interest of the Depositor in and to each security or pledge agreement in
respect of Additional Collateral, (ix) all right, title and interest of the
Seller in and to each of the Servicing Agreements and (x) the Available Funds
Cap Reserve Fund. 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), (2) all income and gain realized from
Permitted Investments of funds on deposit in the Collection Account and the
Distribution Account, (3) any Prepayment Penalty Amounts and (4) any Retained
Interest.




     “Trustee”: Deutsche Bank National Trust Company, a national banking
association, its successors or assigns, or any successor trustee appointed as
herein provided.



     “Trustee Fee”: As to any Distribution Date, an amount equal to
one-twelfth of the Trustee Fee Rate multiplied by the aggregate of the
Principal Balances of all the Mortgage Loans (including Mortgage Loans which
are REO Property) as of the beginning of the related Due Period.



     “Trustee Fee Rate”: 0.00065% per annum.



     “Two Times Test”: As to any Distribution Date, (i) the Subordinate
Percentage is at least two times the Subordinate Percentage as of the Closing
Date; (ii) the aggregate of the 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 July 2007, cumulative Realized Losses do not exceed 30% of
the Original Subordinated Principal Balance, or prior to the Distribution Date
in July 2007, cumulative Realized Losses do not exceed 20% of the Original
Subordinated Principal Balance.



     “Underwriter’s Exemption”: Prohibited Transaction Exemption 97-34, 62 Fed.
Reg. 39021 (1997), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of Labor.



54









 





     “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 citizen or resident of the
United States, a corporation, partnership or other entity treated as a
corporation or partnership for federal income tax purposes (other than a
partnership that is not treated as a U.S. Person pursuant to any applicable
Treasury regulations) created or organized in, or under the laws of, the United
States, any state thereof or the District of Columbia, or an estate the income
of which from sources without the United States is includible in gross income
for United States federal income tax purposes regardless of its connection with
the conduct of a trade or business within the United States, or a trust if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. The term “United
States” shall have the meaning set forth in Section 7701 of the Code or
successor provisions.



     “Unpaid Available Funds Cap Shortfall”: With respect to any Distribution
Date and each of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates
and each Class of Subordinate Certificates, the aggregate of all Available
Funds Cap Shortfalls with respect to such Class of Certificates remaining
unpaid from previous Distribution Dates, plus interest accrued thereon at the
applicable Pass-Through Rate determined without regard to clause (a) of the
definition thereof to the extent not paid on prior Distribution Dates.



     “Unpaid Interest Shortfall Amount”: With respect to each Class of
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.




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     “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 Certificates (other than the Class A-X
and Class A-R 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 Holders of the Class A-X Certificates and 1% of the voting
rights shall be allocated to the Holder of 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 of each
Certificate of such Class and the denominator of which is the Class Certificate
Principal Balance or Class Certificate Notional Balance of such Class;
provided, however, that any Certificate registered in the name of the Master
Servicer, the Securities Administrator, the Trustee, the Delaware Trustee or
any of their respective affiliates shall not be included in the calculation of
Voting Rights.



     “Writedown Amount”: The reduction described in Section 5.03(c).



     “Yield Maintenance Amount Account”: The account maintained by the Trustee
pursuant to Section 5.09 which shall be entitled “Yield Maintenance Amount
Account, Deutsche Bank National Trust Company, as Trustee, in trust for the
registered Holders of Thornburg Mortgage Securities Trust 2004-2, Mortgage Loan
Pass-Through Certificates, Series 2004-2” and which must be an Eligible
Account.



     “Yield Maintenance Payment Account”: The account maintained by the
Trustee pursuant to Section 5.09 which shall be entitled “Yield Maintenance
Payment Account, Deutsche Bank National Trust Company, as Trustee, in trust for
the registered Holders of Thornburg Mortgage Securities Trust 2004-2, Mortgage
Loan Pass-Through Certificates, Series 2004-2” and which must be an Eligible
Account.



     “Yield Maintenance Agreements”: The Swap Agreements and the Cap
Agreement.



     “Yield Maintenance Counterparty”: Bear Stearns Financial Products Inc.
and its successors and permitted assigns.



     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.



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ARTICLE IA




ORGANIZATION OF TRUST




     Section 1A.01. Name of Trust. The name of the Trust shall
be “Thornburg Mortgage Securities Trust 2004-2,” in which name the
Trustee may conduct the business and affairs of the Trust, make and execute
contracts and agreements on behalf of the Trust and sue and be sued.



     Section 1A.02. Office. The office of the Trust shall be in care
of the Trustee. In the case of the Trustee, the office of the Trust shall be
located at its Corporate Trust Office, or at such other address as the Trustee
may designate by written notice to the Certificateholders, each Rating Agency
and the other parties to this Agreement.



     Section 1A.03. Declaration of Trust. Under the Original Trust Agreement
and effective as of the date hereof, the Depositor appointed Deutsche Bank National Trust Company as Trustee of the Trust, to have
all the rights powers and duties set forth herein. Under the Original Trust Agreement and effective as of the date hereof, the
Depositor appointed Deutsche Bank Trust Company Delaware to act as Delaware Trustee. It is the intention of the parties hereto that
the Trust constitute
a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code § 3801 et seq., as the same may be amended from time to
time (the “Delaware Statutory Trust Statute” or “DTS”), and that this Agreement
constitute the governing instrument of such statutory trust. Effective as of
the date hereof, the Trustee shall have all rights, powers and duties set forth
in the Delaware Statutory Trust Statute with respect to accomplishing the
purposes of the Trust. The Trustee and the Delaware Trustee are hereby
authorized to execute the Original Trust Agreement and to file a Certificate of
Trust in substantially the form of Exhibit M with the Secretary of State of
Delaware, on behalf of the Trust.



     Section 1A.04. Purpose and Powers. The purposes of the Trust are
(i) to issue the Certificates and to sell the Certificates to or at the
direction of the Depositor; (ii) with the proceeds of the sale of the
Certificates, to purchase the Mortgage Loans and all related assets and to pay
any organizational start-up and transactional expenses of the Trust; (iii) to
enter into this Agreement and to perform its obligations hereunder; (iv) to
engage in those activities, including entering into agreements, that are
necessary, suitable or convenient to accomplish the foregoing or are incidental
thereto or connected therewith; and (v) subject to compliance with this
Agreement, to engage in such other activities as may be required in connection
with the conservation of the assets of the Trust and the making of
distributions to the Certificateholders. The Trust is hereby authorized to
engage in the foregoing activities. The Trust shall not engage in any activity
other than in connection with the foregoing or other than as required or
authorized by the terms of this Agreement.



     Section 1A.05. Liability of the Certificateholders. The
Certificateholders shall be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware.



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     Section 1A.06. Title To Trust Property. Legal title to the assets
of the Trust shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Trust to be vested in a trustee or trustees, in which case title
shall be deemed to be vested in the Trustee, a co-trustee and/or a separate
trustee, as the case may be, and in each case on behalf of the Trust. The
Certificateholders shall not have legal title to any part of the assets of the
Trust. No transfer by operation of law or otherwise of any interest of the
Certificateholders shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it
of any part of the assets of the Trust. The Trustee, in such capacity and in
its capacity as Custodian, is hereby authorized to hold all assets of the Trust
on behalf of the Trust, for the benefit of the Certificateholders.



     Section 1A.07. Situs of Trust. The Trust will be located in the
State of Delaware and administered in the States of Delaware, California and
Maryland. Nothing herein shall restrict or prohibit the Trustee from having
employees within or without the State of Delaware. The Trust may also be
qualified to do business in the State of New York.



     Section 1A.08. The Delaware Trustee. (a) The Delaware Trustee is
appointed to serve as the trustee of the Trust in the State of Delaware for the
sole purpose of satisfying the requirement of Section 3807(a) of the DSTS that
the Trust have at least one trustee with a principal place of business in the
State of Delaware. It is understood and agreed by the parties hereto that the
Delaware Trustee shall have none of the duties, obligations or liabilities of
the Trustee.



     (b) The duties of the Delaware Trustee shall be limited to (i) accepting
legal process served on the Trust in the State of Delaware and (ii) the
execution of any certificates required to be filed with the Delaware Secretary
of State which the Delaware Trustee is required to execute under Section 3811
of the DSTS. To the extent that, at law or in equity, the Delaware Trustee has
duties (including fiduciary duties) and liabilities relating thereto to the
Trust or the Certificateholders, it is hereby understood and agreed by the
other parties hereto that such duties and liabilities are replaced by the
duties and liabilities of the Delaware Trustee expressly set forth in this
Agreement. The Delaware Trustee shall have no liability for the acts or
omissions of the Trustee. Except as provided above, the Delaware Trustee shall
not be deemed a trustee and shall have no management responsibilities or owe
any fiduciary duties to the Trust or the Certificateholders.



     (c) The Delaware Trustee may be removed by the Trustee upon 30 days prior
written notice to the Delaware Trustee. The Delaware Trustee may resign upon 30
days prior written notice to the Trustee. No resignation or removal of the
Delaware Trustee shall be effective except upon the appointment of a successor
Delaware Trustee. If no successor has been appointed within such 30 day
period, the Delaware Trustee or the Trustee may, at the expense of the Trust,
petition a court to appoint a successor Delaware Trustee.



     (d) Any Person into which the Delaware Trustee may be merged or with which
it may be consolidated, or any Person resulting from any merger or
consolidation to which the Delaware Trustee shall be a party, or any Person
which succeeds to all or substantially all of the corporate



58









 




trust business of
the Delaware Trustee, shall be the successor Delaware Trustee under this
Agreement without the execution, delivery or filing of any paper or instrument
or further act to be done on the part of the parties hereto, except as may be
required by applicable law.




     (e) The Delaware Trustee shall be entitled to all of the same rights,
protections indemnities and immunities under this Agreement and with respect to
the Trust as the Trustee. No amendment or waiver of any provision of this
Agreement which adversely affects the Delaware Trustee shall be effective
against it without its prior written consent.



     The Delaware Trustee shall not be liable for the acts or omissions of the
Trustee, nor shall the Delaware Trustee be liable for supervising or monitoring
the performance and the duties and obligations of the Trustee or the Trust
under this Agreement or any related document. The Delaware Trustee shall not
be personally liable under any circumstances, except for its own willful
misconduct, bad faith or gross negligence. In particular, but not by way of
limitation:




     (i) the Delaware Trustee shall not be personally liable for any
error of judgment made in good faith;




     (ii) no provision of this Agreement shall require the Delaware
Trustee to expend or risk its personal funds or otherwise incur any
financial liability in the performance of its rights or powers hereunder,
if the Delaware Trustee shall have reasonable grounds for believing that
the payment of such funds or adequate indemnity against such risk or
liability is not reasonably assured or provided to it;




     (iii) under no circumstances shall the Delaware Trustee be
personally liable for any representation, warranty, covenant, agreement,
or indebtedness of the Trust;




     (iv) the Delaware Trustee shall not be personally responsible for or
in respect of the validity or sufficiency of this Agreement or for the
due execution hereof by any other party hereto;




     (v) the Delaware Trustee shall incur no liability to anyone in
acting upon any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond or other document or
paper reasonably believed by it to be genuine and reasonably believed by
it to be signed by the proper party or parties. The Delaware Trustee may
accept a certified copy of a resolution of the board of directors or
other governing body of any corporate party as conclusive evidence that
such resolution has been duly adopted by such body and that the same is
in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically prescribed herein, the
Delaware Trustee may for all purposes hereof rely on a certificate,
signed by the Trustee, the Securities Administrator or the Master
Servicer, as applicable, as to such fact or matter, and such certificate
shall constitute full protection to the Delaware Trustee for any action
taken or omitted to be taken by it in good faith in reliance thereon;




     (vi) in the exercise or administration of the Trust hereunder, the
Delaware Trustee (a) may act directly or through agents or attorneys
pursuant to agreements



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entered into with any of them, and the Delaware
Trustee shall not be liable for the default or misconduct of such agents
or attorneys if such agents or attorneys shall have been selected by the
Delaware Trustee in good faith and with due care and (b) may consult with
counsel, accountants and other skilled persons to be selected by it in
good faith and with due care and employed by it, and it shall not be
liable for anything done, suffered or omitted in good faith by it in
accordance with the advice or opinion of any such counsel, accountants or
other skilled persons; and




     (vii) except as expressly provided in this Section 1A.08, in
accepting and performing the trusts hereby created the Delaware Trustee
acts solely as trustee hereunder and not in its individual capacity, and
all persons having any claim against the Delaware Trustee by reason of
the transactions contemplated by this Agreement shall look only to the
Trust Fund for payment or satisfaction thereof.



     (f) In the event of the appointment of a successor Delaware Trustee, such
successor shall cause an amendment to the Certificate of Trust to be filed with
the Secretary of State of Delaware in accordance with Section 3810 of the DSTS,
indicating the change of such Delaware Trustee’s identity. In addition, until
the termination of the Trust and this Agreement, either the Trustee or Delaware
Trustee shall at all times fulfill the requirements of the DSTS.



     (g) Upon the winding up of the Trust, the Trustee shall cause the
certificate of trust to be cancelled by filing a certificate of cancellation
with the Secretary of State of Delaware.



     Section 1A.09 Separateness Provisions. The Trust shall not
commingle its assets with those of any other entity. The Trust shall maintain
its financial and accounting books and records separate from those of any other
entity. Except as expressly set forth herein, the Trust shall pay its
indebtedness, operating expenses and liabilities from its own funds, and the
Trust shall neither incur any indebtedness nor pay the indebtedness, operating
expenses and liabilities of any other entity. The Trust shall not engage in
any dissolution, liquidation, consolidation, merger or sale of assets except as
specifically provided for herein. The Trust shall maintain appropriate minutes
or other records of all appropriate actions and shall maintain its office
separate from the offices of the Depositor or any of its Affiliates. The Trust
shall not engage in any business activity other than as contemplated by this
Agreement and related documentation. The Trust shall not form, or cause to be
formed, any subsidiaries and shall not own or acquire any asset other than as
contemplated by this Agreement and related documentation. Other than as
contemplated by this Agreement and related documentation, the Trust shall not
follow the directions or instructions of the Depositor. The Trust shall
conduct its own business in its own name. The Trust shall observe all
formalities required under the Delaware Statutory Trust Statute. The Trust
shall not hold out its credit as being available to satisfy the obligations of
any other person or entity. The Trust shall not acquire the obligations or
securities of its Affiliates or the Seller. Other than as contemplated by this
Agreement and related documentation, the Trust shall not pledge its assets for
the benefit of any other person or entity. The Trust shall correct any known
misunderstanding regarding its separate identity. The Trust shall not
identify itself as a division of any other person or entity.



60









 





     For accounting purposes, the Trust shall be treated as an entity separate
and distinct from any Certificateholder. The pricing and other material terms
of all transactions and agreements to which the Trust is a party shall be
intrinsically fair to all parties thereto. This Agreement is and shall be the
only agreement among the parties hereto with respect to the creation, operation
and termination of the Trust.



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ARTICLE II




CONVEYANCE OF MORTGAGE LOANS;




ORIGINAL ISSUANCE OF
CERTIFICATES




     SECTION 2.01. Conveyance of Mortgage Loans.



     The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee without
recourse for the benefit of the Certificateholders 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 Mortgage Loan (other than the
right to receive any Retained Interest or any Prepayment Penalty Amounts)
identified on the Mortgage Loan Schedule, 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;
(ii) all the Depositor’s right, title and interest in and to the Collection
Account and all amounts from time to time credited to and to the proceeds of
the Collection Account, 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 Mortgage Loan and that has been acquired by
foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in
any insurance policies in respect of the Mortgage Loans; (v) the Depositor’s
security interest in the Additional Collateral; (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
or the Master Servicer after the Cut-Off Date with respect to the Mortgage
Loans.



     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 Agreements 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 the Seller under the Servicing Agreements as if, for
such purpose, it were the Depositor or the Seller, as applicable. 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 addition, with respect to any Additional Collateral Mortgage Loan, the
Depositor does hereby transfer, assign, set-over and otherwise convey to the
Trustee without recourse (except as provided herein) (i) its rights as assignee
under any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Additional Collateral Mortgage Loan, (ii)
its security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Additional Collateral Mortgage Loan pursuant
to the related Servicing Agreement, and (iv) its rights as beneficiary under
the Certificate Guaranty Surety



62









 




Bond related in respect of any Additional Collateral Mortgage Loans
conveyed to the Seller from Cendant Mortgage Corporation.




     For purposes of complying with the requirements of the Asset-Backed
Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et
seq. (the “Securitization Act”), each of the parties hereto hereby agrees that:




	 	(i)	 	any property, assets or rights purported to be transferred,
in whole or in part, by the Depositor pursuant to this Agreement
shall be deemed to no longer be the property, assets or rights of
the Depositor;
	 
	 	(ii)	 	none of the Depositor, its creditors or, in any insolvency
proceeding with respect to the Depositor or the Depositor’s
property, a bankruptcy trustee, receiver, debtor, debtor in
possession or similar person, to the extent the issue is governed by
Delaware law, shall have any rights, legal or equitable, whatsoever
to reacquire (except pursuant to a provision of this Agreement),
reclaim, recover, repudiate, disaffirm, redeem or recharacterize as
property of the Depositor any property, assets or rights purported
to be transferred, in whole or in part, by the Depositor pursuant to
this Agreement (including the Assignment);
	 
	 	(iii)	 	in the event of a bankruptcy, receivership or other
insolvency proceeding with respect to the Depositor or the
Depositor’s property, to the extent the issue is governed by
Delaware law, such property, assets and rights shall not be deemed
to be part of the Depositor’s property, assets, rights or estate;
and
	 
	 	(iv)	 	the transaction contemplated by this Agreement shall
constitute a “securitization transaction” as such term is used in
the Securitization Act.





     In connection with such transfer and assignment, the Seller, on behalf of
the Depositor, does hereby deliver on the Closing Date, unless otherwise
specified in this Section 2.01, 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 Deutsche Bank National Trust Company, as Trustee for
Thornburg Mortgage Securities Trust 2004-2, 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;




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	 	(ii)	 	the original of any guarantee, security agreement or pledge
agreement relating to any Additional Collateral, if applicable, and
executed in connection with the Mortgage Note, assigned to the
Trustee on behalf of the Trust;
	 
	 	(iii)	 	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 Officer’s 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
Seller’s expense) acceptable to the Trustee and the Depositor that
an original recorded Mortgage is not required to enforce the
Trustee’s interest in the Mortgage Loan;
	 
	 	(iv)	 	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 Officer’s Certificate of the Seller 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;
	 
	 	(v)	 	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
“Deutsche Bank National Trust Company, as Trustee for Thornburg
Mortgage Securities Trust 2004-2, without recourse;”
	 
	 	(vi)	 	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






64









 






	 	 	 	been lost, a written Opinion of Counsel (delivered at the Seller’s
expense) acceptable to the Trustee that such original intervening
Assignment of Mortgage is not required to enforce the Trustee’s
interest in the Mortgage Loans;
	 
	 	(vii)	 	the original Primary Insurance Policy, if any, or
certificate, if any;
	 
	 	(viii)	 	the original or a certified copy of lender’s title insurance
policy;
	 
	 	(ix)	 	the original or copies of each assumption, modification,
written assurance or substitution agreement, if any; and
	 
	 	(x)	 	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 applicable Servicer to take), at
the expense of the Seller (with the cooperation of the Depositor, the Trustee
and the Master Servicer), 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 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 Thornburg Mortgage Securities Trust 2004-2.



     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 shall cause the applicable Servicer to
take), at the expense of the Seller (with the cooperation of the Depositor, the
Trustee and the Master Servicer) 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, each Rating
Agency and the Master Servicer, recording in such states is not required to
protect the Trust’s interest in the related Mortgage Loans; provided,
however, 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 applicable 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



65









 





recording office), the Seller shall properly
record (or the Seller will cause the applicable Servicer to properly record),
at the expense of the Seller (with the cooperation of the Depositor, the
Trustee and the Master Servicer), 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.



     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.



     If the original lender’s title insurance policy, or a certified copy
thereof, was not delivered pursuant to Section 2.01(viii) 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.



     For Mortgage Loans (if any) that have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering
the above documents, herewith delivers to the Trustee, or to the Custodian on
behalf of the Trustee, an Officer’s Certificate which shall include a statement
to the effect that all amounts received in connection with such prepayment that
are required to be deposited in the Distribution Account have been so
deposited. All original documents that are not delivered to the Trustee on
behalf of the Trust shall be held by the Master Servicer or the applicable
Servicer in trust for the Trustee, for the benefit of the Trust and the
Certificateholders.



     Upon discovery or receipt of notice of any materially defective document
in, or that a document is missing from, a Mortgage File, the Seller shall have
90 days to cure such defect or deliver such missing document to the Trustee.
If the Seller does not cure such defect or deliver such missing document within
such time period, the Seller shall either repurchase or substitute for such
Mortgage Loan in accordance with Section 2.03 hereof.



     The Depositor herewith delivers to the Trustee an executed copy of the
Mortgage Loan Purchase Agreement and each Servicing Agreement.



     SECTION 2.02. Acceptance by Trustee.



     The Trustee hereby accepts its appointment as Custodian hereunder and
acknowledges the receipt, subject to the provisions of Section 2.01 and subject
to the review described below and any exceptions noted on the exception report
described in the next paragraph below, of the documents referred to in Section
2.01 above and all other assets included in the definition of



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“Trust Fund” and declares that, in its capacity as Custodian, it holds and
will hold such documents and the other documents delivered to it constituting a
Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of “Trust Fund” in trust for the exclusive
use and benefit of all present and future Certificateholders.



     The Trustee further agrees, for the benefit of the Certificateholders, to
review each Mortgage File delivered to it and to certify and deliver to the
Depositor, the Seller and each 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 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), (iii), (xiii), (xiv) and (xviii) 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 is 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 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.



     If, in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the
Trustee finds any document or documents constituting a part of a Mortgage File
to be missing or not conforming to the requirements as
set forth herein, at the conclusion of its review the Trustee (or the
Custodian as its designated agent) shall promptly notify the Seller, the
Depositor and the Master Servicer. In addition, 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 Depositor’s estate or property of the
Depositor in the event of any insolvency by the Depositor. In the event that
such



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conveyance is deemed to be, or to be made as security for, a loan, the
parties intend that the Depositor shall be deemed to have granted and does
hereby grant to the Trustee a first priority perfected security interest in all
of the Depositor’s right, title and interest in and to the Mortgage Loans, the
related Mortgage Notes and the related documents, and that this Agreement shall
constitute a security agreement under applicable law.



     SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Seller.



     (a) Upon discovery or receipt of written notice that a document does not
comply with the requirements of Section 2.01, or that a
document is missing from, a Mortgage File or of the breach by the Seller of any
representation, warranty or covenant under the Mortgage Loan Purchase Agreement
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 as its
designated agent) shall promptly notify the Seller of such noncompliance,
missing document or breach and request that the Seller deliver such missing
document or cure such noncompliance or breach within 90 days from the date that
the Seller was notified of such missing document, noncompliance or breach, and
if the Seller does not deliver such missing document or cure such noncompliance
or breach in all material respects during such period, the Trustee shall
enforce the Seller’s 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 Schedule III to the Mortgage Loan Purchase
Agreement, 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. The Purchase
Price for the repurchased Mortgage Loan or such other amount due shall be
deposited in the Collection Account on or prior to the next Determination Date
after the Seller’s obligation to repurchase such Mortgage Loan arises. The
Trustee, upon receipt of written certification from the Master Servicer of the
related deposit in the Collection Account, shall release to the Seller the
related Mortgage File and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Seller shall
furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan
released pursuant hereto and the Trustee shall have no further responsibility
with regard to such Mortgage File (it being understood that the Trustee shall
have no responsibility for determining the sufficiency of such assignment for
its intended purpose). In lieu of repurchasing any such Mortgage Loan as
provided above, the Seller may cause such Mortgage Loan to be removed from the
Trust Fund (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner



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and subject to the limitations set forth in Section 2.03(d) below. It is
understood and agreed that the obligation of the Seller to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as to which such
a breach has occurred and is continuing shall constitute the sole remedy
against the Seller respecting such omission, defect or breach available to the
Trustee on behalf of the Certificateholders.



     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 missing or defective
documentation or on account of a breach of a representation, warranty or
covenant as described in this Section 2.03(a).



     (b) If pursuant to the provisions of Section 2.03(a), the Seller
repurchases or otherwise removes from the Trust Fund a Mortgage Loan that is a
MERS Mortgage Loan, the Seller will take (or shall cause the applicable
Servicer to take), at the expense of the Seller (with the cooperation of the
Depositor, the Trustee and the Master Servicer), 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.



     (c) [Reserved].



     (d) 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 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 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 related 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 Trustee shall deliver to the Seller and the Master Servicer 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



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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 month’s
interest on such principal balance at the applicable Net Loan Rate. On or
prior to the next Determination Date after the Seller’s 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 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 (a) any federal tax
to be imposed on the Trust Fund, including without limitation, any federal tax
imposed on “prohibited transactions” under Section 860F(a)(l) of the Code or on
“contributions after the startup date” under Section 860G(d)(l) of the Code, or
(b) any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificate is outstanding. 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.



     (e) Upon discovery by the Seller 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(d), substitute one or more Qualified Substitute Mortgage Loans
for the



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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(a) 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.



     SECTION 2.04. Representations and Warranties of the Seller with Respect
to the Mortgage Loans.



     The Seller hereby represents and warrants to the Trustee for the benefit
of the Certificateholders that the representations and warranties made by the
Seller pursuant to Schedule III to the Mortgage Loan Purchase Agreement are
hereby being made to the Trustee and are true and correct as of the Closing
Date.



     With respect to the representations and warranties incorporated in this
Section 2.04 that are made to the best of the Seller’s knowledge or as to which
the Seller has no knowledge, if it is discovered by the Depositor, the Seller
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 Seller’s 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.



     Within 90 days of its discovery or its receipt of notice of any such
missing or materially defective documentation or any such breach of a
representation or warranty, the Seller shall promptly deliver such missing
document or cure such defect or breach in all material respects or, in the
event such defect or breach cannot be cured, the Seller shall repurchase the
affected Mortgage Loan or cause the removal of such Mortgage Loan from the
Trust Fund and substitute for it one or more Qualified Substitute Mortgage
Loans, in either case, in accordance with Section 2.03 hereof.



     It is understood and agreed that the representations and warranties
incorporated 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 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(a) 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.



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     SECTION
2.05. [Reserved].



     SECTION
2.06. Representations and Warranties of the Depositor.



     The Depositor represents and warrants to the Trust and the Trustee on
behalf of the Certificateholders 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



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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 Depositor’s 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 Depositor’s 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 Depositor’s 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 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 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 Trust and the Trustee on
behalf of the Certificateholders that, as of the Closing Date or as of such
date specifically provided herein:



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     (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 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, assuming due authorization, execution and
delivery by the other parties hereto, 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 under the Mortgage Loan Purchase
Agreement by the Depositor, the Depositor 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



74









 






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;




     (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 the Mortgage Loan Purchase Agreement
are not subject to the bulk transfer or any similar statutory provisions.



     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, and the Master Servicer 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 Trust, 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 AND SERVICING

OF THE MORTGAGE LOANS




     SECTION 3.01. Master Servicer to Service and Administer the Mortgage Loans.




     The Master Servicer shall supervise, monitor and oversee the obligation of
the Servicers to service and administer their respective Mortgage Loans in
accordance with the terms of the applicable Servicing Agreement and, where
applicable, the Correspondent Sellers Guide and the Master Servicing Guide, and
shall have full power and authority to do any and all things which it may deem
necessary or desirable in connection with such master servicing and
administration. In performing its obligations hereunder, the Master Servicer shall act in
a manner consistent with



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Accepted Master Servicing Practices and, where
applicable, the Master Servicing Guide. Furthermore, the Master Servicer shall
oversee and consult with each Servicer as necessary from time-to-time to carry
out the Master Servicer’s obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master
Servicer by each Servicer and shall cause each Servicer to perform and observe
the covenants, obligations and conditions to be performed or observed by such
Servicer under the applicable Servicing Agreement. The Master Servicer shall
independently and separately monitor each Servicer’s servicing activities with
respect to each related Mortgage Loan, reconcile the results of such monitoring
with such information provided in the previous sentence on a monthly basis and
coordinate corrective adjustments to the Servicers’ and Master Servicer’s
records, and based on such reconciled and corrected information, prepare the
statements specified in Section 5.04 and any other information and statements
required hereunder. The Master Servicer shall reconcile the results of its
Mortgage Loan monitoring with the actual remittances of the Servicers to the
related Servicing Accounts pursuant to the applicable Servicing Agreements.



     The Trustee shall furnish the Servicers and the Master Servicer with any
limited powers of attorney and other documents in form acceptable to the
Trustee, necessary or appropriate to enable the Servicers and the Master
Servicer to service and administer the related Mortgage Loans and REO Property,
which limited powers of attorney shall provide that the Trustee will not be
liable for the actions or omissions of the Servicers or Master Servicer in
exercising such powers.



     The Trustee shall provide access to the records and documentation in
possession of the Trustee (including in its capacity as Custodian hereunder)
regarding the related Mortgage Loans and REO Property and the servicing thereof
to the Certificateholders, the FDIC, and the supervisory agents and examiners
of the FDIC, such access being afforded only upon reasonable prior written
request and during normal business hours at the office of the Trustee;
provided, however, that, unless otherwise required by law, the Trustee shall
not be required to provide access to such records and documentation if the
provision thereof would violate the legal right to privacy of any Mortgagor.
The Trustee shall allow representatives of the above entities to photocopy any
of the records and documentation and shall provide equipment for that purpose
at a charge that covers the Trustee’s actual costs.



     The Trustee shall execute and deliver to the related Servicer and the
Master Servicer any court pleadings, requests for trustee’s sale or other
documents necessary or desirable to (i) the foreclosure or trustee’s sale with
respect to a Mortgaged Property; (ii) any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage; (iii) obtain a
deficiency judgment against the Mortgagor; or (iv) enforce any other rights or
remedies provided by the Mortgage Note or Mortgage or otherwise available at
law or equity.



     SECTION 3.02. REMIC-Related Covenants.



     For as long as each REMIC created hereunder shall exist, the Trustee and
the Securities Administrator shall act in accordance herewith to assure
continuing treatment of each such REMIC as a REMIC, and the Trustee and the Securities Administrator shall
comply with any



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directions of the Depositor, the related Servicer or the Master
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 2.03 or 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. Monitoring of Servicers.



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



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



     (c) To the extent that the costs and expenses of the Master Servicer
related to any termination of a Servicer, appointment of a successor Servicer
or the transfer and assumption of servicing by the Master Servicer with respect
to any Servicing Agreement (including, without limitation, (i) all legal costs and expenses and all due diligence costs
and expenses associated



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with an evaluation of the potential termination of the
Servicer as a result of an event of default by such Servicer and (ii) all costs
and expenses associated with the complete transfer of servicing, including all
servicing files and all servicing data and the completion, correction or
manipulation of such servicing data as may be required by the successor
servicer to correct any errors or insufficiencies in the servicing data or
otherwise to enable the successor servicer to service the Mortgage Loans in
accordance with the related Servicing Agreement) are not fully and timely
reimbursed by the terminated Servicer, the Master Servicer shall be entitled to
reimbursement of such costs and expenses from the Collection Account.



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



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



     (f) With respect to Additional Collateral Mortgage Loans, the Master
Servicer shall have no duty or obligation to supervise, monitor or oversee the
activities of each Servicer under its Servicing Agreement with respect to
Additional Collateral or the Certificate Guaranty Surety Bond, except (a) with
respect to any instances where a Servicer, in the course of fulfilling its
obligations under the related Servicing Agreement seeks directions,
instructions, consents or waivers from the Master Servicer with respect to any
item of Additional Collateral, or (b) upon the occurrence of the following
events (i) in the case of a final liquidation of any Mortgaged Property secured
by Additional Collateral, the Master Servicer shall enforce the obligation of
the Servicer under the related Servicing Agreement to liquidate such Additional
Collateral as required by such Servicing Agreement, and (ii) if the Master
Servicer assumes the obligations of such Servicer as successor Servicer under
the related Servicing Agreement pursuant to this Section 3.03, as successor
Servicer, it shall be bound to service and administer the Additional Collateral
and the related Certificate Guaranty Surety Bond in accordance with the
provisions of such Servicing Agreement.



     SECTION 3.04. Fidelity Bond.



     The Master Servicer, at its expense, shall maintain in effect a blanket
fidelity bond and an errors and omissions insurance policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer’s behalf, and covering errors and omissions in the
performance of the Master Servicer’s obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.



     SECTION 3.05. Power to Act; Procedures.



     The Master Servicer shall master service the Mortgage Loans and shall have
full power and authority, subject to the REMIC Provisions and the provisions of
Article X hereof, to do any and all things that it may deem necessary or
desirable in connection with the master servicing and administration of the Mortgage Loans, including but not limited to the
power and authority



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(i) to execute and deliver, on behalf of the
Certificateholders, the Trust and the Trustee, customary consents or waivers
and other instruments and documents, (ii) to consent to transfers of any
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
(iii) to collect any Insurance Proceeds, Liquidation Proceeds and Recoveries,
and (iv) to effectuate, in its own name, on behalf the Trust, or in the name of
the Trust, foreclosure or other conversion of the ownership of the Mortgaged
Property securing any Mortgage Loan, in each case, in accordance with the
provisions of this Agreement and the related Servicing Agreement, as
applicable; provided, however, that the Master Servicer shall not (and,
consistent with its responsibilities under Section 3.03, shall not permit any
Servicer to) 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 result in an
Adverse REMIC Event unless the Master Servicer has received an Opinion of
Counsel (but not at the expense of the Master Servicer) to the effect that the
contemplated action will not result in an Adverse REMIC Event. The Trustee
shall furnish the Master Servicer, upon written request from a Servicing
Officer, with any limited powers of attorney empowering the Master Servicer or
any Servicer to execute and deliver instruments of satisfaction or
cancellation, or of partial or full release or discharge, and to foreclose upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
in any court action relating to the Mortgage Loans or the Mortgaged Property,
in accordance with the applicable Servicing Agreement and this Agreement, and
the Trustee shall execute and deliver such other documents, as the Master
Servicer may request, to enable the Master Servicer to master service and
administer the Mortgage Loans and carry out its duties hereunder, in each case
in accordance with Accepted Master Servicing Practices (and the Trustee shall
have no liability for misuse of any such powers of attorney by the Master
Servicer or any Servicer). In instituting foreclosures or similar proceedings,
the Master Servicer shall institute such proceedings either in its own name on
behalf of the Trust or in the name of the Trust (or cause the related Servicer,
pursuant to the related Servicing Agreement, to institute such proceedings
either in the name of such Servicer on behalf of the Trust or in the name of
the Trust), unless otherwise required by law or otherwise appropriate. If the
Master Servicer or the Trustee has been advised that it is likely that the laws
of the state in which action is to be taken prohibit such action if taken in
the name of the Trust or the Trustee on its behalf or that the Trust or the
Trustee, as applicable, would be adversely affected under the “doing business”
or tax laws of such state if such action is taken in its name, the Master
Servicer shall join with the Trustee, on behalf of the Trust, in the
appointment of a co-trustee pursuant to Section 8.10 hereof. In the
performance of its duties hereunder, the Master Servicer shall be an
independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.



     SECTION 3.06. Due-on-Sale Clauses; Assumption Agreements.



     To the extent provided in the applicable Servicing Agreement and to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the Servicers to enforce such clauses in accordance with
the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is
otherwise not enforced in



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accordance with the applicable Servicing Agreement,
and, as a consequence, a Mortgage Loan is assumed, the original Mortgagor may
be released from liability in accordance with the applicable Servicing
Agreement.



     SECTION 3.07. Release of Mortgage Files.



     (a) Upon becoming aware of the payment in full of any Mortgage Loan, or
the receipt by any 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 applicable 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 related Servicing Account
maintained by the applicable Servicer pursuant to Section 4.01 or by the
applicable Servicer pursuant to its 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 applicable Servicer the related Mortgage File.
Upon receipt of such certification and request, the Trustee (or the Custodian,
on behalf of the Trustee), shall promptly release the related Mortgage File to
the applicable Servicer and the Trustee (and the Custodian, if applicable)
shall have no further responsibility with regard to such Mortgage File. Upon
any such payment in full, each 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 related Servicing Account.



     (b) From time to time and as appropriate for the servicing or foreclosure
of any Mortgage Loan and in accordance with the applicable Servicing Agreement,
the Trustee shall execute such documents as shall be prepared and furnished to
the Trustee by a Servicer or the Master Servicer (in form reasonably acceptable
to the Trustee) and as are necessary to the prosecution of any such
proceedings. The Trustee (or the Custodian, on behalf of the Trustee), shall,
upon the request of a Servicer or the Master Servicer, and delivery to the
Trustee (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 or the Master
Servicer, as applicable. Such trust receipt shall obligate the Servicer or the
Master Servicer to return the Mortgage File to the Trustee (or the Custodian on
behalf of the Trustee) when the need therefor by the Servicer or the Master
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



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Mortgage File shall be released by the Trustee (or the Custodian on behalf
of the Trustee), to the Servicer or the Master Servicer.



     SECTION 3.08. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trust.




     (a) The Master Servicer shall transmit and each Servicer (to the extent
required by the related Servicing Agreement) shall transmit to the Trustee (or
Custodian) such documents and instruments coming into the possession of the
Master Servicer or such Servicer from time to time as are required by the terms
hereof, or in the case of the Servicers, the applicable Servicing Agreement, to
be delivered to the Trustee (or Custodian). Any funds received by the Master
Servicer or by a Servicer in respect of any Mortgage Loan or which otherwise
are collected by the Master Servicer or by a Servicer as Liquidation Proceeds,
Insurance Proceeds or Recoveries in respect of any Mortgage Loan shall be held
for the benefit of the Trust and the Certificateholders subject to the Master
Servicer’s right to retain or withdraw from the Collection Account the Master
Servicing Fee, any additional compensation pursuant to Section 3.14 and any
other amounts provided in this Agreement, and to the right of each Servicer to
retain its Servicing Fee and any other amounts as provided in the applicable
Servicing Agreement. The Master Servicer shall, and (to the extent provided in
the applicable Servicing Agreement) shall cause each Servicer to, provide
access to information and documentation regarding the Mortgage Loans to the
Trustee, its agents and accountants at any time upon reasonable request and
during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office of
Thrift Supervision or other regulatory authority, such access to be afforded
without charge but only upon reasonable request in writing and during normal
business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.



     (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, in respect of any Mortgage Loans, whether from
the collection of principal and interest payments or from Liquidation Proceeds,
Insurance Proceeds or Recoveries, shall be held by the Master Servicer for and
on behalf of the Trust and the Certificateholders and shall be and remain the
sole and exclusive property of the Trust; provided, however, that the Master
Servicer and each Servicer shall be entitled to setoff against, and deduct
from, any such funds any amounts that are properly due and payable to the
Master Servicer or such Servicer under this Agreement or the applicable
Servicing Agreement.



     SECTION 3.09. Standard Hazard Insurance and Flood Insurance Policies.



     (a) For each Mortgage Loan (other than a Cooperative Loan), the Master
Servicer shall enforce any obligation of the Servicers under the related
Servicing Agreements to maintain or cause to be maintained standard fire and
casualty insurance and, where applicable, flood



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insurance, all in accordance with the provisions of the related Servicing
Agreements. It is understood and agreed that such insurance shall be with
insurers meeting the eligibility requirements set forth in the applicable
Servicing Agreement and that no earthquake or other additional insurance is to
be required of any Mortgagor or to be maintained on property acquired in
respect of a defaulted loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance.



     (b) Pursuant to Section 4.01 and 4.02, any amounts collected by the
Servicers or the Master Servicer, or by any Servicer, under any insurance
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or released to the Mortgagor in
accordance with the applicable Servicing Agreement) shall be deposited into the
Collection Account, subject to withdrawal pursuant to Section 4.02 and 4.03.
Any cost incurred by the Master Servicer or any Servicer in maintaining any
such insurance if the Mortgagor defaults in its obligation to do so shall be
added to the amount owing under the Mortgage Loan where the terms of the
Mortgage Loan so permit; provided, however, that the addition of any such cost
shall not be taken into account for purposes of calculating the distributions
to be made to Certificateholders and shall be recoverable by the Master
Servicer or such Servicer pursuant to Section 4.02 and 4.03.



     SECTION 3.10. Presentment of Claims and Collection of Proceeds.



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



     SECTION 3.11. Maintenance of the Primary Insurance Policies.



     (a) The Master Servicer shall not take, or permit any Servicer (to the
extent such action is prohibited under the applicable Servicing Agreement) to
take, any action that would result in noncoverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of such Master Servicer
or Servicer, would have been covered thereunder. The Master Servicer shall use
its best reasonable efforts to cause each Servicer (to the extent required
under the related Servicing Agreement) to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan
(including any lender-paid Primary Insurance Policy) in accordance with the
provisions of this Agreement and the related Servicing Agreement, as
applicable. The Master Servicer shall not, and shall not permit any Servicer
(to the extent required under the



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related Servicing Agreement) to, cancel or refuse to renew any such
Primary Insurance Policy that is in effect at the date of the initial issuance
of the Mortgage Note and is required to be kept in force hereunder except in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable.



     (b) The Master Servicer agrees to cause each Servicer (to the extent
required under the related Servicing Agreement) to present, on behalf of the
Trustee, the Trust and the Certificateholders, claims to the insurer under any
Primary Insurance Policies and, in this regard, to take such reasonable action
as shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01 and 4.02, any
amounts collected by the Servicer under any Primary Insurance Policies shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
4.03.



     SECTION 3.12. Trustee to Retain Possession of Certain Insurance
Policies and Documents.



     The Trustee (or the Custodian, as directed by the Trustee), shall retain
possession and custody of the originals (to the extent available) of any
Primary Insurance Policies, or certificate of insurance if applicable, and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect
of the Certificates have been distributed in full and the Master Servicer
otherwise has fulfilled its obligations under this Agreement, the Trustee (or
its Custodian, if any, as directed by the Trustee) shall also retain possession
and custody of each Mortgage File in accordance with and subject to the terms
and conditions of this Agreement. The Master Servicer shall promptly deliver
or cause to be delivered to the Trustee (or the Custodian, as directed by the
Trustee), upon the execution or receipt thereof the originals of any Primary
Insurance Policies, any certificates of renewal, and such other documents or
instruments that constitute portions of the Mortgage File that come into the
possession of the Master Servicer from time to time.



     SECTION 3.13. Realization Upon Defaulted Mortgage Loans.



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



     SECTION 3.14. Additional Compensation to the Master Servicer. 



     Pursuant to Section 4.02(c), certain income and gain realized from any
investment of funds in the Collection Account shall be for the benefit of the
Master Servicer as additional compensation. Servicing compensation in the form
of assumption fees, if any, late payment charges, as collected, if any, or
otherwise (but, unless otherwise specifically permitted in a Servicing
Agreement, not including any Prepayment Penalty Amounts) shall be retained by
the



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applicable Servicer, or the Master Servicer, and shall not be deposited in
the related Servicing Account or Collection Account. The Master Servicer shall
be required to pay all expenses incurred by it in connection with its
activities hereunder and shall not be entitled to reimbursement therefor except
as provided in this Agreement. The amount of the aggregate compensation
payable as set forth in this Section 3.14 plus the Master Servicing Fee due to
the Master Servicer in respect of any Distribution Date shall be reduced in
accordance with Section 5.06.



     SECTION 3.15. REO Property.



     (a) In the event the Trust (or the Trustee on its behalf) 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
Master Servicer shall, to the extent provided in the applicable Servicing
Agreement, cause the applicable Servicer to 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
related Servicing Agreement, as applicable. Pursuant to its efforts to sell
such REO Property, the Master Servicer shall cause the applicable Servicer to
protect and conserve, such REO Property in the manner and to the extent
required by the applicable 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 Master Servicer shall, to the extent required by the related
Servicing Agreement, cause the applicable Servicer to deposit all funds
collected and received in connection with the operation of any REO Property in
the related Servicing Account.



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



     (d) To the extent provided in the related Servicing Agreement, the
Liquidation Proceeds from the final disposition of the REO Property, net of any
payment to the Master Servicer and the applicable Servicer as provided above
shall be deposited in the related 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 Master Servicer
for deposit into the Collection Account on the next succeeding Servicer
Remittance Date.



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     SECTION 3.16. Annual Officer’s Certificate as to Compliance.



     (a) The Master Servicer shall deliver to the Trustee, the Securities
Administrator and each Rating Agency on or before March 1 of each year,
commencing on March 1, 2005, an Officer’s Certificate, certifying that with
respect to the period ending December 31 of the prior year: (i) such Servicing
Officer has reviewed the activities of such Master Servicer during the
preceding calendar year or portion thereof and its performance under this
Agreement, (ii) to the best of such Servicing Officer’s knowledge, based on
such review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default
known to such Servicing Officer and the nature and status thereof, (iii)
nothing has come to the attention of such Servicing Officer to lead such
Servicing Officer to believe that any Servicer has failed to perform any of its
duties, responsibilities and obligations under its Servicing Agreement in all
material respects throughout such year, or, if there has been a material
default in the performance or fulfillment of any such duties, responsibilities
or obligations, specifying each such default known to such Servicing Officer
and the nature and status thereof.



     (b) Copies of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by the Trustee at the Master Servicer’s
expense if the Master Servicer failed to provide such copies (unless (i) the
Master Servicer shall have failed to provide the Trustee with such statement or
(ii) the Trustee shall be unaware of the Master Servicer’s failure to provide
such statement).



     SECTION 3.17. Annual Independent Accountant’s Servicing Report.



     If the Master Servicer has, during the course of any fiscal year, directly
serviced any of the Mortgage Loans, then the Master Servicer at its expense
shall cause a nationally recognized firm of independent certified public
accountants to furnish a statement to the Trustee, each Rating Agency and the
Depositor on or before March 1 of each year, commencing on March 1, 2005 to the
effect that, with respect to the most recently ended fiscal year, such firm has
examined certain records and documents relating to the Master Servicer’s
performance of its servicing obligations under this Agreement and pooling and
servicing and trust agreements in material respects similar to this Agreement
and to each other and that, on the basis of such examination conducted
substantially in compliance with the audit program for mortgages serviced for
Freddie Mac or the Uniform Single Attestation Program for Mortgage Bankers,
such firm is of the opinion that the Master Servicer’s activities have been
conducted in compliance with this Agreement, or that such examination has
disclosed no material items of noncompliance except for (i) such exceptions as
such firm believes to be immaterial, (ii) such other exceptions as are set
forth in such statement and (iii) such exceptions that the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
Serviced by Freddie Mac requires it to report. Copies of such statements shall
be provided to any Certificateholder upon request by the Master Servicer, or by
the Trustee at the expense of the Master Servicer if the Master Servicer shall
fail to provide such copies. If such report discloses exceptions that are



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material, the Master Servicer shall advise the Trustee whether such
exceptions have been or are susceptible of cure, and will take prompt action to
do so.



     SECTION 3.18. Reports Filed with Securities and Exchange Commission.



     Within 15 days after each Distribution Date, the Securities Administrator
shall, in accordance with industry standards, file with the Commission via the
Electronic Data Gathering and Retrieval System (“EDGAR”), a Form 8-K with a
copy of the statement to the Trustee who shall furnish a copy of the statement
to the Certificateholders for such Distribution Date as an exhibit thereto.
Prior to January 30, 2005, the Securities Administrator shall, in accordance
with industry standards, file a Form 15 Suspension Notice with respect to the
Trust, if applicable. Prior to (i) March 1, 2005 and (ii) unless and until a
Form 15 Suspension Notice shall have been filed, prior to March 1 of each year
thereafter, the Master Servicer shall provide the Securities Administrator with
a Master Servicer Certification, together with a copy of the annual independent
accountant’s servicing report and annual statement of compliance of each
Servicer, in each case, required to be delivered pursuant to its Servicing
Agreement, and, if applicable, the annual independent accountant’s servicing
report and annual statement of compliance to be delivered by the Master
Servicer pursuant to Section 3.17. Prior to (i) March 31, 2005 and (ii) unless
and until a Form 15 Suspension Notice shall have been filed, the 90th day of
each year thereafter, the Securities Administrator shall file a Form 10-K, in
substance conforming to industry standards, with respect to the Trust. Such
Form 10-K shall include the Master Servicer Certification and other
documentation provided by the Master Servicer pursuant to the second preceding
sentence. The Depositor hereby grants to the Securities Administrator a
limited power of attorney to execute and file each such document on behalf of
the Depositor. Such power of attorney shall continue until either the earlier
of (i) receipt by the Securities Administrator from the Depositor of written
termination of such power of attorney and (ii) the termination of the Trust.
The Depositor agrees to promptly furnish to the Securities Administrator, 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 Securities Administrator reasonably deems appropriate to prepare and
file all necessary reports with the Commission. The Securities Administrator
shall have no responsibility to file any items other than those specified in
this Section 3.18; provided, however, the Securities Administrator will
cooperate with the Depositor in connection with any additional filings with
respect to the Trust as the Depositor deems necessary under the Exchange Act.
Copies of all reports filed by the Securities Administrator under the Exchange
Act shall be sent to the Depositor. Fees and expenses incurred by the
Securities Administrator in connection with this Section 3.18 shall not be
reimbursable from the Trust.



     SECTION 3.19. Amendments to Master Servicing Guide and Correspondent
Sellers Guide. 



     The Seller and the Master Servicer hereby agree not to amend the Master
Servicing Guide or the Correspondent Sellers Guide with respect to the Mortgage
Loans (which are Securitized Loans (as defined therein)) which amendment would
(i) change the Servicer



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Remittance Date or date for remittance of any servicer reports or monthly
remittance advices, (ii) change the manner in which any Servicer makes
Advances, servicing advances or amounts to compensate for Interest Shortfalls
or (iii) otherwise have a material adverse effect on the Trust or the
Certificateholders unless such changes are made pursuant to the provisions of
Section 12.01 hereof.



     SECTION 3.20. UCC.



     The Trustee agrees to file continuation statements for any Uniform
Commercial Code financing statements which the Depositor has informed the
Trustee in writing were filed on the Closing Date in connection with the Trust,
provided that the Trustee receives the related filing information on a timely
basis. The Depositor shall file any financing statements or amendments thereto
required by any change in the Uniform Commercial Code.



     SECTION 3.21. Optional and Required Purchases of Certain Mortgage Loans.



     (a) Thornburg, in its capacity as a Servicer of a substantial portion of
the Mortgage Loans, shall have the right to purchase from the Trust any
Mortgage Loan which as of the first day of a calendar quarter is delinquent in
payment by 90 days or more or is an REO Property, at a price equal to the
Purchase Price; provided however (i) that such Mortgage Loan is still 90 days
or more delinquent or is an REO Property as of the date of such purchase and
(ii) this purchase option, if not theretofore exercised, shall terminate on the
date prior to the last day of the related calendar quarter. This purchase
option, if not exercised, shall not be thereafter reinstated unless the
delinquency is cured and the Mortgage Loan thereafter again becomes 90 days or
more delinquent or becomes an REO Property, in which case the option shall
again become exercisable as of the first day of the related calendar quarter.



     (b) In addition, Thornburg, in its capacity as the Seller, may, but is not
required to, repurchase any Mortgage Loan as to which the Mortgagor has
requested a Significant Modification and such Mortgagor has a satisfactory
payment history under such Mortgage Loan and meets the credit standards of the
Seller for the loan program selected (a “Significant Modification Loan”). A
“Significant Modification” shall mean any modification to the interest rate of
the greater of (i) 0.25% added or subtracted from the existing rate and (ii) a
change equal to the product of (a) 5% and (b) the annual existing interest rate
thereon, which is not provided for in the related Mortgage Note. The purchase
price for any repurchase pursuant to this Section 3.21(b) shall be the
applicable Purchase Price. In order to exercise its repurchase rights
hereunder, the Seller shall deliver to the Master Servicer and the Trustee an
Officer’s Certificate identifying the Mortgage Loan to be repurchased and
certifying that (i) such Mortgage Loan is a Significant Modification Loan, and
(ii) that the Significant Modification Loan will be entered into on the date of
such repurchase.



     (c) No later than the fourth Business Day prior to each Distribution Date,
Thornburg will provide to the Master Servicer a list identifying all Mortgage
Loans that became Converted Mortgage Loans or Modified Mortgage Loans during
the related Due Period. On the third Business Day prior to each Distribution
Date, provided that it has received such list from



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Thornburg, the Master Servicer shall prepare and provide to TMI a
Converted Mortgage Loan Schedule and a Modified Mortgage Loan Schedule with
respect to such Due Period. No later than 1:00 PM Eastern Time on the second
Business Day prior to each Distribution Date, TMI shall purchase each Converted
Mortgage Loan and Modified Mortgage Loan, to the extent specified in a
Converted Mortgage Loan Schedule or Modified Mortgage Loan Schedule delivered
to it by the Master Servicer for such Distribution Date, at the applicable
Purchase Price for each such Converted Mortgage Loan or Modified Mortgage Loan,
as applicable, and shall remit such Purchase Price to the Master Servicer for
deposit in the Collection Account.



     (d) If at any time Thornburg or TMI, as applicable, remits to the Master
Servicer a payment for deposit in the Collection Account covering the amount of
the Purchase Price for a Mortgage Loan of the type set forth in clauses (a),
(b) or (c) above, as applicable, and Thornburg, or TMI, as applicable, provides
to the Trustee a certification signed by a Servicing Officer stating that the
amount of such payment has been deposited in the Collection Account, then the
Trustee shall execute the assignment of such Mortgage Loan at the request of
Thornburg or TMI without recourse to Thornburg or TMI, as applicable, which
shall succeed to all the Trust’s and/or the Trustee’s right, title and interest
in and to such Mortgage Loan, and all security and documents relative thereto.
Such assignment shall be an assignment outright and not for security.
Thornburg or TMI, as applicable, will thereupon own such Mortgage Loan, and all
such security and documents, free of any further obligation to the Trust, the
Trustee or the Certificateholders with respect thereto.



     SECTION 3.22. Realization upon Troubled Mortgage Loans.



     The Master Servicer shall have the right to cause a Servicer to sell or
work out any Mortgage Loan as to which the Master Servicer reasonably believes
that default in payment is likely, provided, however, that, with respect to any
such sale of a Mortgage Loan by a Servicer, the related sale price shall be no
less than the Stated Principal Balance of such Mortgage Loan as of the last day
of the Due Period immediately preceding the date of such sale plus accrued
interest thereon through such sale date. Any and all proceeds from such a sale
shall be deemed to be Liquidation Proceeds hereunder and any such Mortgage Loan
which has been sold shall be deemed a Liquidated Mortgage Loan hereunder.



     SECTION 3.23. Closing Certificate and Opinion.



     On or before the Closing Date, the Master Servicer shall cause to be
delivered to the Depositor, the Seller, the Trustee, and Greenwich Capital
Markets, Inc. an Opinion of Counsel, dated the Closing Date, in form and
substance reasonably satisfactory to the Depositor, Greenwich Capital Markets,
Inc., and the Seller as to the due authorization, execution and delivery of
this Agreement by the Master Servicer and the enforceability thereof.



     SECTION 3.24. Liabilities of the Master Servicer.



The Master Servicer shall be liable in accordance herewith only to the extent of the




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obligations specifically imposed upon and undertaken by it herein.



     SECTION 3.25.Merger or Consolidation of the Master Servicer.



     (a) The Master Servicer will keep in full force and effect its existence,
rights and franchises as a corporation under the laws of the state of its
incorporation, 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, the Certificates or any of the Mortgage Loans and to perform its
duties under this Agreement.



     (b) Any Person into which the Master Servicer may be merged or
consolidated, or any corporation resulting from any merger or consolidation to
which the Master Servicer shall be a party, or any Person succeeding to the
business of the Master Servicer, shall be the successor of the Master Servicer
hereunder, without the execution or filing of any paper or further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.



     SECTION 3.26. Indemnification of the Trustee, the Delaware Trustee, the
Master Servicer and the Securities Administrator.



     (a) The Master Servicer agrees to indemnify the Indemnified Persons 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 that may be sustained
in connection with, arising out of, or relating to this Agreement or the
Certificates (i) related to the Master Servicer’s failure to perform its duties
in compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) or (ii)
incurred by reason of the Master Servicer’s willful misfeasance, bad faith or
gross negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder, provided, in each case,
that with respect to any such claim or legal action (or pending or threatened
claim or legal action), an Indemnified Person shall have given the Master
Servicer and the Depositor written notice thereof promptly after such
Indemnified Person shall have with respect to such claim or legal action
knowledge thereof. The Indemnified Person’s failure to give such notice shall
not affect the Indemnified Person’s right to indemnification hereunder. This
indemnity shall survive the resignation or removal of the Trustee, the Delaware
Trustee, the Master Servicer or the Securities Administrator and the
termination of this Agreement.



     (b) The Trust will indemnify any Indemnified Person for any loss,
liability or expense of any Indemnified Person not otherwise referred to in
Subsection (a) above.



     (c) The Securities Administrator agrees to indemnify the Indemnified
Persons (other than the Securities Administrator) 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 Securities Administrator’s failure to file a
Form 10-K in accordance with



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Section 3.18, (ii) by reason of the Securities Administrator’s willful
misfeasance, bad faith or gross negligence in the performance of such
obligations pursuant to Section 3.18 or (iii) by reason of the Securities
Administrator’s reckless disregard of such obligations pursuant to Section
3.18, provided, in each case, that with respect to any such claim or legal
action (or pending or threatened claim or legal action), an Indemnified Person
shall have given the Securities Administrator written notice thereof promptly
after such Indemnified Person shall have with respect to such claim or legal
action knowledge thereof. The Indemnified Person’s failure to give such notice
shall not affect the Indemnified Person’s right to indemnification hereunder.
This indemnity shall survive the resignation or removal of the Trustee, the
Delaware Trustee, the Master Servicer or the Securities Administrator and the
termination of this Agreement.



     SECTION 3.27. Limitations on Liability of the Master Servicer and Others.



     Subject to the obligation of the Master Servicer to indemnify the
Indemnified Persons pursuant to Section 3.26:



     (a) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Indemnified Persons, the Depositor, the Trust or the Certificateholders for
taking any action or for refraining from taking any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Master Servicer or any such Person against
any breach of warranties or representations made herein or any liability which
would otherwise be imposed by reason of such Person’s willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder.



     (b) The Master Servicer and any director, officer, employee or agent of
the Master Servicer 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.



     (c) The Master Servicer, the Delaware Trustee, the Trustee, the Custodian
(including for such purpose, the Trustee acting in its capacity as Custodian)
and any director, officer, employee or agent of the Master Servicer, the
Delaware Trustee, the Trustee or the Custodian shall be indemnified by the
Trust and held harmless thereby 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 that may be
sustained in connection with, arising out of, or relating to, this Agreement,
the Certificates or any Servicing Agreement or the transactions contemplated
hereby or thereby (except to the extent that the Master Servicer is indemnified
by the Servicer thereunder), other than (i) with respect to the Master Servicer
or Custodian only, any such loss, liability or expense related to the Master
Servicer’s failure to perform its duties in compliance with this Agreement or,
if applicable, to the Custodian’s failure to perform its duties under this
Agreement, or (ii) with respect to the Master Servicer or Custodian only, any
such loss, liability or expense incurred by reason of the Master Servicer’s or
the Custodian’s willful misfeasance, bad faith or gross negligence in the
performance of duties



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hereunder or by reason of reckless disregard of obligations and duties
hereunder or under a custodial agreement.



     (d) The Master Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its duties under
this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, the Master Servicer may in its discretion,
undertake any such action which it may deem necessary or desirable with respect
to this Agreement and the rights and duties of the parties hereto and the
interests of the Trust and the Certificateholders hereunder. In such event,
the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust, and the Master
Servicer shall be entitled to be reimbursed therefor out of the Collection
Account as provided by Section 4.03. Nothing in this Subsection 3.27(d) shall
affect the Master Servicer’s obligation to supervise, or to take such actions
as are necessary to ensure, the servicing and administration of the Mortgage
Loans pursuant to Subsection 3.01(a).



     (e) In taking or recommending any course of action pursuant to this
Agreement, unless specifically required to do so pursuant to this Agreement,
the Master Servicer shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties but shall give notice to the Trustee if it has notice of such
potential liabilities.



     (f) The Master Servicer shall not be liable for any acts or omissions of
any Servicer, except as otherwise expressly provided herein.



     SECTION 3.28. Master Servicer Not to Resign. 



     Except as provided in Section 3.30, the Master Servicer shall not resign
from the obligations and duties hereby imposed on it except upon a
determination that any such duties hereunder are no longer permissible under
applicable law and such impermissibility cannot be cured. Any such
determination permitting the resignation of the Master Servicer shall be
evidenced by an Independent Opinion of Counsel (delivered at the expense of the
Master Servicer) to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
to the Master Servicer reasonably satisfactory to the Trustee shall have
assumed the responsibilities and obligations of the Master Servicer in
accordance with Section 7.02 hereof. The Trustee shall notify each Rating
Agency of the resignation of the Master Servicer.



     SECTION 3.29. Successor Master Servicer.



     In connection with the appointment of any successor master servicer or the
assumption of the duties of the Master Servicer, the Trustee may make such
arrangements for the compensation of such successor master servicer out of
payments on the Mortgage Loans as the Trustee and such successor master
servicer shall agree which in no case shall exceed the Master Servicing Fee.
If the successor master servicer does not agree that the proposed compensation
is fair, such successor master servicer shall obtain two quotations of market
compensation from third parties



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actively engaged in the servicing of single-family mortgage loans;
provided, however, that Thornburg, as a Servicer of a substantial portion of
the Mortgage Loans, shall have the right, but not the obligation, to be
appointed successor master servicer in the event that the Trustee, in its sole
discretion, decides not to assume the duties of the Master Servicer itself; and
provided, further, that each Rating Agency shall confirm in writing that any
appointment of a successor Master Servicer (other than the Trustee) will not
result in a downgrade in the then current rating of any Class of Certificates.



     SECTION 3.30. Sale and Assignment of Master Servicing.



     The Master Servicer may sell and assign its rights and delegate its duties
and obligations in their entirety as Master Servicer under this Agreement, with
the written consent of Thornburg in its capacity as a Servicer of a substantial
portion of the Mortgage Loans, to be given in its sole discretion, and provided
further that: (i) the purchaser or transferee accepting such assignment and
delegation (a) shall be a Person which shall be qualified to service mortgage
loans for Fannie Mae or Freddie Mac; (b) shall have a net worth of not less
than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to
clause (ii) below); (c) shall be reasonably satisfactory to Thornburg and the
Trustee (as evidenced in writing signed by Thornburg and the Trustee); and (d)
shall execute and deliver to the Trustee an agreement, in form and substance
reasonably satisfactory to the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by it as master servicer under this
Agreement, any custodial agreement from and after the effective date of such
agreement; (ii) each Rating Agency shall be given prior written notice of the
identity of the proposed successor to the Master Servicer and each Rating
Agency’s ratings of the Certificates in effect immediately prior to such
assignment, sale and delegation will not be downgraded, qualified or withdrawn
as a result of such assignment, sale and delegation, as evidenced by a letter
to such effect delivered to the Master Servicer and the Trustee; and (iii) the
Master Servicer assigning and selling the master servicing shall deliver to the
Trustee an Officer’s Certificate and an Independent Opinion of Counsel,
(delivered at the Master Servicer’s expense) each stating that all conditions
precedent to such action under this Agreement have been completed and such
action is permitted by and complies with the terms of this Agreement. No such
assignment or delegation shall affect any liability of the Master Servicer
arising prior to the effective date thereof.



     SECTION 3.31. Reporting Requirements of the Commission.



     To the extent that, following the Closing Date, the content of Forms 8-K,
10-K or other Forms required by the Exchange Act and the Rules and Regulations
of the Commission and the time by which such Forms are required to be filed,
differs from the provisions of this Agreement, the Master Servicer and the
Securities Administrator hereby agree that each shall reasonably cooperate to
amend the provisions of this Agreement (in accordance with Section 12.01) in
order to comply with such amended reporting requirements and such amendment of
this Agreement. Notwithstanding the foregoing, neither the Master Servicer nor
the Securities Administrator shall



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be obligated to enter into any amendment pursuant to this Section that
adversely affects its obligations or immunities under this Agreement.



ARTICLE IV




ACCOUNTS




     SECTION
4.01. Servicing Accounts.



     (a) The Master Servicer shall enforce the obligation of each Servicer to
establish and maintain one or more custodial accounts (the “Servicing
Accounts”) in accordance with the applicable Servicing Agreement, with records
to be kept with respect thereto on a Mortgage Loan by Mortgage Loan basis, into
which accounts shall be deposited within 48 hours (or as of such other time
specified in the related Servicing Agreement) of receipt all collections of
principal and interest on any Mortgage Loan and with respect to any REO
Property received by a Servicer, including Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Recoveries, amounts received under the
Certificate Guaranty Surety Bond, and advances made from the Servicer’s own
funds (less, in the case of each Servicer, the applicable servicing
compensation, in whatever form and amounts as permitted by the applicable
Servicing Agreement) and all other amounts to be deposited in each such
Servicing Account. The Servicer is hereby authorized to make withdrawals from
and deposits to the related Servicing Account for purposes required or
permitted by this Agreement and the applicable 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. Each
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 related Servicing Agreement and subject
to this Article IV, on or before each Servicer Remittance Date, each Servicer
shall withdraw or shall cause to be withdrawn from the related Servicing
Accounts and shall immediately deposit or cause to be deposited in the
Collection 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 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 Servicers pursuant to the Servicing
Agreements which were due on or before the related Due Date, amounts
received under the Certificate Guaranty Surety Bond but net of the amount
thereof comprising the Servicing Fees;




     (ii) Principal Prepayments in full and any Liquidation Proceeds
received by the Servicers with respect to such Mortgage Loans in the
related Prepayment Period, with



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interest to the date of prepayment or liquidation, net of the amount
thereof comprising the Servicing Fees and any Recoveries received in this
related Prepayment Period;




     (iii) Principal Prepayments in part received by the Servicers for
such Mortgage Loans in the related Prepayment Period;




     (iv) Prepayment Penalty Amounts, if any, and only if required under
the related Servicing Agreement; 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
related Servicing Agreement.



     (d) Withdrawals may be made from a Servicing Account only to make
remittances as provided in Section 4.01(c), 4.02 and 4.03; to reimburse the
Master Servicer or a 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 Sections
4.01(c) and 4.02(b), certain amounts otherwise due to the Servicers may be
retained by them and need not be deposited in the Collection Account.



     SECTION 4.02. Collection Account.



     (a) The Master Servicer shall establish and maintain an account, in the
name of the Trustee, for the benefit of the Trust and the Certificateholders,
as a segregated account which shall be an Eligible Account (the “Collection
Account”). The Master Servicer will deposit in the Collection Account as
identified by the Master Servicer and as received by the Master Servicer, the
following amounts:




     (i) any amounts withdrawn from a Servicing Account pursuant to
Section 4.01(c);




     (ii) any Advance and any Compensating Interest Payments required to
be made by the Master Servicer to the extent required but not made by a
Servicer;




     (iii) any Insurance Proceeds, Liquidation Proceeds or Recoveries
received by or on behalf of the Master Servicer or which were not
deposited in a Servicing Account;




     (iv) the Purchase Price with respect to any Mortgage Loans purchased
by the Seller under this Agreement, any Substitution Adjustments pursuant
to Section 2.03 of this Agreement, the Purchase Price with respect to any
Mortgage Loans purchased by Thornburg or TMI pursuant to Section 3.21,
and all proceeds of any Mortgage Loans or property acquired with respect
thereto repurchased by the Thornburg pursuant to Section 10.01;




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     (v) any amounts required to be deposited with respect to losses on
investments of deposits in the Collection Account; and




     (vi) any other amounts received by or on behalf of the Master
Servicer or the Trustee and required to be deposited in the Collection
Account pursuant to this Agreement.



     (b) All amounts deposited to the Collection Account shall be held by the
Master Servicer in the name of the Trustee in trust for the benefit of the
Trust and Certificateholders in accordance with the terms and provisions of
this Agreement. The requirements for crediting the Collection Account or 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, tax service, statement account or payoff,
substitution, satisfaction, release and other like fees and charges (but
including, in the case of Thornburg, all Prepayment Penalty Amounts) and (ii)
the items enumerated in Subsections 4.03(a)(i), (ii), (iii), (iv), (vi), (vii),
(ix) and (x) with respect to the Securities Administrator, need not be credited
by the Master Servicer or the related Servicer to the Distribution Account or
the Collection Account, as applicable. In the event that the Master Servicer
shall deposit or cause to be deposited to the Distribution Account any amount
not required to be credited thereto, the Trustee, upon receipt of a written
request therefor signed by a Servicing Officer of the Master Servicer, shall
promptly transfer such amount to the Master Servicer, any provision herein to
the contrary notwithstanding.



     (c) The amount at any time credited to the Collection Account shall be
invested, in the name of the Trustee, or its nominee, for the benefit of the
Certificateholders, in Permitted Investments as follows. All Permitted
Investments shall be for the benefit of Thornburg, in its capacity as Servicer,
except that the investment income with respect to the investment of funds in
the Collection Account made on the Business Day prior to the Master Servicer
Remittance Date shall be for the benefit of the Master Servicer. All Permitted
Investments made for the benefit of Thornburg shall be made at the written
direction of Thornburg to the Master Servicer (or, if no such written direction
is received, in investments of the type specified in clause (vi) of the
definition of Permitted Investments), shall mature or be subject to redemption
or withdrawal on or before, and shall be held until, the Business Day prior to
the next succeeding Master Servicer Remittance Date. Any and all investment
earnings from such Permitted Investments shall be paid to Thornburg, and the
risk of loss of moneys resulting from such investments shall be borne by and be
the risk of Thornburg. Thornburg shall deposit the amount of any such loss in
the Collection Account within two Business Days of receipt of notification of
such loss but not later than the next succeeding Master Servicer Remittance
Date.



     All Permitted Investments made for the benefit of the Master Servicer
shall be in such Permitted Investments as shall be selected by the Master
Servicer and shall mature (and be subject to withdrawal and be held until) the
next succeeding Master Servicer Remittance Date. Any and all investment
earnings from such Permitted Investments shall be paid to the Master Servicer
and the risk of loss on such Permitted Investments shall be borne by and be the
risk of



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the Master Servicer. The Master Servicer shall deposit the amount of any
such loss in the Collection Account no later than the next succeeding Master
Servicer Remittance Date.




     SECTION 4.03. Permitted Withdrawals and Transfers from the Collection
Account.



     (a) The Master Servicer will, from time to time on demand of a Servicer,
the Securities Administrator, or for its own account as set forth below, make
or cause to be made such withdrawals or transfers from the Collection Account,
in the case of a demand by a Servicer, as the applicable Servicer has
designated for such transfer or withdrawal pursuant to the applicable Servicing
Agreement, or in the case of a demand by the Securities Administrator as the
Securities Administrator has demanded pursuant hereto, or as the Master
Servicer has determined to be appropriate in accordance herewith, for the
following purposes:




     (i) to reimburse the Master Servicer or any Servicer for any Advance
of its own funds or of such Servicer’s own funds, the right of the Master
Servicer or a 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 Master Servicer or any Servicer from Insurance
Proceeds or Liquidation Proceeds relating to a particular Mortgage Loan
for amounts expended by the Master Servicer or such 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 Master Servicer or any Servicer from
Insurance Proceeds relating to a particular Mortgage Loan for insured
expenses incurred with respect to such Mortgage Loan and to reimburse the
Master Servicer or such Servicer from Liquidation Proceeds from a
particular Mortgage Loan for Liquidation Expenses incurred with respect
to such Mortgage Loan;




     (iv) to pay the Master Servicer or any Servicer, as appropriate,
from Liquidation Proceeds or Insurance Proceeds received in connection
with the liquidation of any Mortgage Loan, the amount which it or such
Servicer would have been entitled to receive under subclause (ix) 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 Master Servicer or any Servicer from the Purchase
Price for any Mortgage Loan, the amount which it or such Servicer would
have been entitled to receive under subclause (ix) of this Subsection (a)
as servicing compensation;



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     (vi) to reimburse the Master Servicer or any 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 Master Servicer or any Servicer for any
Advance or advance, after a Realized Loss has been allocated with respect
to the related Mortgage Loan if the Advance or advance has not been
reimbursed pursuant to clauses (i) and (vi);




     (viii) to pay the Master Servicer its monthly Master Servicing Fee
and any investment income and other additional servicing compensation
payable pursuant to Section 3.14;




     (ix) to reimburse the Master Servicer or the Securities
Administrator for any expenses recoverable by the Master Servicer or the
Securities Administrator pursuant to Sections 3.03 and 3.27;




     (x) to pay Thornburg, as a Servicer, any Prepayment Penalty Amounts,
and to reimburse or pay any Servicer any such amounts as are due thereto
under the applicable Servicing Agreement and have not been retained by or
paid to the Servicer, to the extent provided in the related Servicing
Agreement;




     (xi) to remove amounts deposited in error; and




     (xii) to clear and terminate the Collection Account pursuant to
Section 10.01.



     (b) In addition, on or before each Master Servicer Remittance Date, the
Master Servicer shall deposit in the Distribution Account (or remit to the
Trustee for deposit therein) any Advances or Compensating Interest Payments, to
the extent required but not made by the related Servicer and required to be
made by the Master Servicer with respect to the Mortgage Loans.



     (c) The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of accounting for any
payments or reimbursements from the Collection Account pursuant to subclauses
(i) through (vii), inclusive, (ix) and (x) or with respect to any such amounts
which would have been covered by such subclauses had the amounts not been
retained by the Master Servicer without being deposited in the Distribution
Account under Section 4.02(b), and to allow the Securities Administrator to
calculate the amount of the Trustee Fee due the Trustee on the related
Distribution Date.



     (d) No later than 3:00 p.m. New York time on each Master Servicer
Remittance Date, the Master Servicer will transfer all Available Funds (which
shall include any Trustee Fees) on deposit in the Collection Account net of the
Master Servicing Fee and any other amounts previously withdrawn pursuant to
Section 4.03(a) with respect to the related Distribution Date to the Trustee
for deposit in the Distribution Account.



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     SECTION 4.04. Distribution Account.



     (a) The Trustee shall establish and maintain in the name of the Trustee,
for the benefit of the Trust and the Certificateholders, one or more segregated
trust account or accounts, each of which shall be a non-interest bearing
Eligible Account (such account or accounts, the “Distribution Account”).



     (b) All amounts deposited to the Distribution Account shall be held by the
Trustee in the name of the Trustee in trust for the benefit of the Trust and
the Certificateholders in accordance with the terms and provisions of this
Agreement.



     (c) The Distribution Account shall constitute a trust account of the Trust
segregated on the books of the Trustee and held by the Trustee in trust in its
Corporate Trust Office, and the Distribution Account and the funds deposited
therein shall not be subject to, and shall be protected from, all claims,
liens, and encumbrances of any creditors or depositors of the Trustee or the
Master Servicer (whether made directly, or indirectly through a liquidator or
receiver of the Trustee or the Master Servicer). The amount at any time
credited to the Distribution Account shall be (i) fully insured by the FDIC to
the maximum coverage provided thereby or (ii) invested in the name of the
Trustee, in such Permitted Investments as it shall select or held uninvested.
All Permitted Investments shall mature or be subject to redemption or
withdrawal on or before, and shall be held until, the immediately succeeding
Distribution Date. All investment earnings, income, or gain on amounts on
deposit in the Distribution Account from time to time shall be for the account
of the Trustee, which shall be permitted to withdraw such amounts from the
Distribution Account. The risk of loss of moneys required to be distributed to
the Certificateholders resulting from such investments shall be borne by the
Trustee, which shall deposit the amount of any such loss in the Distribution
Account on the Distribution Date immediately following the date of the
investment to which such loss relates. With respect to the Distribution
Account and the funds deposited therein, the Trustee shall take such action as
may be necessary to ensure that the Trust and the Certificateholders shall be
entitled to the priorities afforded to such a trust account (in addition to a
claim against the estate of the Trustee) as provided by 12 U.S.C. § 92a(e), and
applicable regulations pursuant thereto, if applicable, or any applicable
comparable state statute applicable to state chartered banking corporations, if
applicable. The Trustee or its affiliates are permitted to receive additional
compensation that could be deemed to be in the Trustee’s economic self-interest
for (i) serving as investment adviser, administrator, shareholder, servicing
agent, custodian or sub-custodian with respect to certain of the Permitted
Investments, (ii) using affiliates to effect transactions in certain Permitted
Investments and (iii) effecting transactions in certain Permitted Investments.



     (d) In order to comply with its duties under the USA PATRIOT Act of 2001,
the Trustee shall obtain and verify certain information and documentation from
the other parties hereto, including, but not limited to, each such party’s
name, address and other identifying information.



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     SECTION 4.05. Permitted Withdrawals and Transfers from the Distribution
Account.



     (a) The Trustee will, from time to time on demand of the Master Servicer
or the Securities Administrator, or for its own account as set forth below,
make or cause to be made such withdrawals or transfers from the Distribution
Account as the Master Servicer has designated for such transfer or withdrawal
pursuant to the Servicing Agreements or as the Securities Administrator has
instructed hereunder for the following purposes:




     (i) to return to the Master Servicer or the applicable Servicer, any
amounts which should have been withdrawn from the Collection Account
pursuant to Section 4.03(a);




     (ii) to pay the Trustee its monthly Trustee Fee;




     (iii) to reimburse the Trustee, the Delaware Trustee and the
Securities Administrator for expenses, costs and liabilities incurred by
or reimbursable to it pursuant to Sections 3.27 or 8.05 (including those
related to the Custodian, to the extent not paid by Thornburg);




     (iv) to make distributions of Retained Interest to the Retained
Interest Holder on each Distribution Date;




     (v) to remove amounts deposited in error; and




     (vi) to clear and terminate the Distribution Account pursuant to
Section 10.01.



     (b) On each Distribution Date, the Trustee shall distribute the aggregate
Available Funds to the Holders of the Certificates in accordance with Section
5.01.



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 4.05(a), the Trustee shall withdraw
funds on deposit in the Distribution Account to the extent of Available Funds
for such Distribution Date and, based on the Distribution Date Statement
provided by the Securities Administrator, make the following disbursements and
transfers in the following order of priority:



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	 	first, 	to the Holders of the Class A-X Certificates , and then from the
Holders of the Class A-X Certificates, to the Yield Maintenance Payment Account, solely
with respect to the Available Funds derived from or
with respect to interest, the aggregate Net Swap
Payments, if any, due to the Yield Maintenance
Counterparty under the Swap Agreements on such
Distribution Date;
	 
	 	second, 	to the Holders of the Senior Certificates, the
related Interest Distributable Amounts on each Class of
Senior Certificates for such date, pro rata (based on
the Interest Distributable Amounts to which each such
Class is entitled); provided, however, that on each
Distribution Date, to the extent of the Required Reserve
Fund Deposit for such date, the Interest Distributable
Amount that would otherwise be payable to the Class A-X
Certificates shall be deposited in the Available Funds
Cap Reserve Fund to the extent of the Required Reserve
Fund Deposit and shall not be distributed to such Class;
	 
	 	third, 	to the Holders of the Senior Certificates, the Senior
Principal Distribution Amount in the following order of
priority:






	(A)	 	to the Holder of the
Class A-R Certificate, until the Class Certificate
Principal Balance of such Class has been reduced
to zero; and
	 
	(B)	 	(i) on any Distribution
Date prior to the Senior Credit Support Depletion
Date, concurrently, to the Holders of the Class
A-1, Class A-2, Class A-3 and Class A-4
Certificates, on a pro rata basis as follows:






	1.	 	to
the Class A-1 Certificates, until the
Class Certificate Principal Balance of
such Class has been reduced to zero; and
	 
	2.	 	sequentially, to the Class A-2, Class
A-3 and Class A-4 Certificates, in that
order, until the respective Class
Certificate Principal Balances of each
such Class have been reduced to zero;






	(ii)	 	on any
Distribution Date on or after the Senior
Credit Support Depletion Date, concurrently,
to the Class A-1, Class A-2, Class A-3 and
Class A-4 Certificates, pro rata based upon
their respective Class Certificate Principal
Balances until they have been reduced to
zero;




100









 












	 	fourth, 	to the Holders of the Subordinate Certificates, after
giving effect to the distributions specified in
subsections first, second and third above in the
following order of priority:






	(A)	 	to the Holders of the
Class B-1 Certificates, the related Interest
Distributable Amount for such date;
	 
	(B)	 	to the Holders of 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;
	 
	(C)	 	to the Holders of the
Class B-2 Certificates, the related Interest
Distributable Amount for such date;
	 
	(D)	 	to the Holders of the
Class B-2 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;
	 
	(E)	 	to the Holders of the
Class B-3 Certificates, the related Interest
Distributable Amount for such date;
	 
	(F)	 	to the Holders of the
Class B-3 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;
	 
	(G)	 	to the Holders of the
Class B-4 Certificates, the related Interest
Distributable Amount for such date;
	 
	(H)	 	to the Holders of the
Class B-4 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;
	 
	(I)	 	to the Holders of the
Class B-5 Certificates, the related Interest
Distributable Amount for such date;
	 
	(J)	 	to the Holders of the
Class B-5 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;
	 
	(K)	 	to the Holders of the
Class B-6 Certificates, the related Interest
Distributable Amount for such date; and




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	(L)	 	to the Holders of the
Class B-6 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;






	 	fifth, 	to the Yield Maintenance Payment Account, any
Additional Yield Maintenance Payment due to the Yield
Maintenance Counterparty under the Swap Agreements for
such Distribution Date; and
	 
	 	sixth,	 to the Holder of the Class A-R Certificate, any
Available Funds then remaining.





     (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 or Certificate Notional Balance, as applicable,
of each Certificate of that Class.



     (c) [Reserved].



     (d) On each Distribution Date, the Interest Distributable Amounts for the
Classes of Senior Certificates and Subordinate Certificates on such
Distribution Date shall be reduced proportionately based on the Interest
Distributable Amount otherwise distributable thereon by the Net Interest
Shortfalls;



     (e) Notwithstanding the priority and allocation set forth in clause fourth
under Section 5.01(a) 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.



     (f) [Reserved].



     (g) 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.



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     (h) 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.



     (i) Distributions from Available Funds Cap Reserve Fund. On each
Distribution Date from amounts available in the Available Funds Cap Reserve
Fund after giving effect to payments made on such date pursuant to Section 5.09
from the Yield Maintenance Amount Account, the Trustee shall withdraw from the
Available Funds Cap Reserve Fund an amount for distribution to the Class A-1,
Class A-2, Class A-3 and Class A-4 Certificates and each Class of Subordinate
Certificates equal to the lesser of (1) the amount of the remaining aggregate
Available Funds Cap Shortfalls for each such Class on such date and (2) the
amounts available therefor on deposit in the Available Funds Cap Reserve Fund
as provided in Section 5.08:




	 	 first, 	to the Holders of the Class A-1, Class A-2, Class A-3
and Class A-4 Certificates, any remaining Available
Funds Cap Shortfalls with respect to each such Class for
such date, pro rata based on the amount of any such
remaining Available Funds Cap Shortfalls for such date;
and
	 
	 	second, 	sequentially, to the Holders of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, in that order, any remaining Available
Funds Cap Shortfalls with respect to each such Class for
such date.





     SECTION 5.02. [Reserved]. 



     SECTION 5.03. Allocation of Realized Losses.



     (a) On or prior to each Determination Date, the Securities Administrator
shall aggregate the loan-level information provided by the Master Servicer with
respect to the total amount of Realized Losses with respect to the Mortgage
Loans for the related Distribution Date and include such information in the
Distribution Date Statement.



     (b) On each Distribution Date, Realized Losses 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



103









 






highest numerical Class designation) until the Class Certificate
Principal Balance of each such Class is reduced to zero; and



second, to the Senior Certificates (other than the Class A-X
Certificates), pro rata, until the Class Certificate Principal
Balance of each such Class is reduced to zero.



     (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) Two Business Days prior to each Distribution Date, the Securities
Administrator shall make available to the Trustee and the Yield Maintenance
Counterparty (and on the Auction Distribution Date, to the Auction
Administrator), and concurrently with each distribution to Certificateholders,
the Securities Administrator shall make available to each Certificateholder,
the Seller, the Master Servicer, the Trustee and the Rating Agencies, a
statement based, as applicable, on loan-level information provided to it by the
Master Servicer, (the “Distribution Date Statement”) as to the distributions to
be made or made, as applicable, on such Distribution Date. Information in the
Distribution Date Statement relating to or based on amounts available in the
Yield Maintenance Payment Account or Yield Maintenance Amount Account shall be
based on information provided by the Yield Maintenance Counterparty regarding
any required Net Swap Payments to be made by the Separate Interest Trust or any
Net Swap Amounts or Cap Amounts required to be paid by the Yield Maintenance
Counterparty for the related Distribution Date pursuant to the Yield
Maintenance Agreements. The Trustee shall confirm to the Master Servicer
receipt of any Net Swap Amounts or Cap Amounts in the Yield Maintenance Amount
Account on the day of receipt. The Distribution Date Statement shall include
the following:



104









 






     (i) the amount of any Net Swap Payments payable to the Yield
Maintenance Counterparty and any Net Swap Amounts and Cap Amounts
received from the Yield Maintenance Counterparty;




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




     (iii) the amount of the distribution made on such Distribution Date
to the Holders of each Class of Certificates allocable to interest,
including any Required Reserve Fund Deposits;




     (iv) the Senior Percentage, Senior Prepayment Percentage,
Subordinate Percentage and Subordinate Prepayment Percentage for the
following Distribution Date;




     (v) the aggregate amount of servicing compensation received by each
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;




     (vi) the aggregate amount of Advances for the related Due Period and
the amount of unreimbursed Advances;




     (vii) the Available Funds Cap on such Distribution Date;




     (viii) the aggregate of the Stated Principal Balances of the
Mortgage Loans at the Close of Business at the end of the related Due
Period;




     (ix) the aggregate Principal Balance of the One-Year CMT Indexed
Mortgage Loans at the Close of Business at the end of the related Due
Period;




     (x) the aggregate Principal Balance of the Six-Month LIBOR Indexed,
One-Month LIBOR Indexed and One-Year LIBOR Indexed Mortgage Loans at the
Close of Business at the end of the related Due Period;




     (xi) [reserved]




     (xii) the number, weighted average remaining term to maturity and
weighted average Loan Rate of the Mortgage Loans as of the related Due
Date;




     (xiii) the number and aggregate unpaid principal balance of Mortgage
Loans (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;





105









 





     (xiv) cumulatively, the total number and cumulative principal
balance of all REO Properties as of the Close of Business of the last day
of the preceding Due Period;


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




     (xvi) the aggregate amount of Realized Losses incurred during the
related Due Period and the cumulative amount of Realized Losses;




     (xvii) the Class Certificate Principal Balance of each Class of
Certificates and after giving effect to any distributions made thereon,
on such Distribution Date;




     (xviii) 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;




     (xix) the aggregate amount of any Net Interest Shortfalls and the
Unpaid Interest Shortfall Amount for such Distribution Date;




     (xx) the Available Funds;




     (xxi) the Pass-Through Rate for each Class of Certificates for such
Distribution Date;




     (xxii) the aggregate Principal Balance of Mortgage Loans purchased
hereunder by the Seller or TMI during the related Due Period, and
indicating the relevant section of the related Servicing Agreement, or
the Section of this Agreement, as applicable, requiring or allowing the
purchase of each such Mortgage Loan;




     (xxiii) current Recoveries on such Distribution Date;




     (xxiv) cumulative Recoveries as of such Distribution Date;




     (xxv) the level of LIBOR and any Net Swap Payments being made by the
Separate Interest Trust expressed as a per annum rate which reduced the
Available Funds Cap shortfall and the amounts paid to each Class of Certificates
from Net Swap Amounts and Cap Amounts received from the Yield Maintenance
Counterparty for such period in reduction of any Available Funds Cap
Shortfalls and the notional balances on each Yield Maintenance Agreement
for such Distribution Date;




     (xxvi) the amount of any Unpaid Available Funds Cap Shortfall (if
applicable) and the related accrued interest thereon, with respect to the
Class A-1, Class A-2, Class A-3 and Class A-4 Certificates and each Class
of Subordinate Certificates following the distributions and
allocations made in respect of such certificates on such Distribution Date;



106









 






     (xxvii) On the Auction Distribution Date, the Par Price (as defined
in the Auction Administration Agreement) for each Class of Auction
Certificates as reported to the Master Servicer by the Trustee; and




     (xxviii) the total number of Mortgage Loans in the aggregate and the
aggregate Stated Principal Balance in the aggregate and separately for
each of the Three-Year, Five-Year, Seven-Year and Ten-Year Hybrid
Mortgage Loans, in each case at the close of business at the end of the
related Due Period.



     The Securities Administrator 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 Securities Administrator’s internet website.
The Securities Administrator’s internet website shall initially be located at
“www.ctslink.com.” Assistance in using the website can be obtained by calling
the Securities Administrator’s customer service desk at (301) 815-6600.
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 Securities Administrator 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
Securities Administrator shall provide timely and adequate notification to all
parties regarding any such change.



     In the case of information furnished pursuant to subclauses (ii) and (iii)
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 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 (ii) through (iv) 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 Securities Administrator 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.



107









 





     SECTION 5.05. Remittance Reports; Advances. 



     (a) No later than the second Business Day following each Determination
Date, the Master Servicer shall deliver to the Securities Administrator by
telecopy or electronic mail (or by such other means as the Master Servicer and
the Securities Administrator may agree from time to time) the Remittance Report
with respect to the related Distribution Date. Not later than the Close of
Business New York time three Business Days prior to the related Distribution
Date, the
Master Servicer shall deliver or cause to be delivered to the Securities
Administrator 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 Securities Administrator may reasonably require to
perform the calculations necessary to make the distributions contemplated by
Section 5.01.



     (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 related Servicer was required to make an advance
pursuant to the related Servicing Agreement exceeds the amount deposited in the
Collection Account which will be used for an advance with respect to such
Mortgage Loan, the Master Servicer will deposit in the Collection Account not
later than the Master Servicer Remittance Date immediately preceding the
related Distribution Date an amount equal to such deficiency, net of the
Servicing Fee and the Master Servicing Fee, for such Mortgage Loan except to
the extent the Master 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
Master Servicer shall continue to make such Advances through the date that the
related Servicer is required to do so under its Servicing Agreement. If
applicable, on the Master Servicer Remittance Date, the Master Servicer shall
present an Officer’s Certificate to the Trustee (i) stating that the Master
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. Compensating Interest Payments.



     The amount of the Master Servicing Fee payable to the Master Servicer in
respect of any Distribution Date shall be reduced (but not below zero) by the
amount of any Compensating Interest Payment for such Distribution Date, but
only to the extent that Interest Shortfalls relating to such Distribution Date
are required to be paid but are not actually paid by the related Servicers on
the applicable Servicer Remittance Date. Such amount shall not be treated as
an Advance and shall not be reimbursable to the Master Servicer.



     SECTION 5.07. Termination Receipts.



     In the event of an early termination of a Yield Maintenance Agreement, (i)
any termination payment made by the Yield Maintenance Counterparty to the
Separate Interest Trust (“Termination Receipts”) will be deposited in a
segregated non-interest bearing account which shall be an Eligible Account
established by the Trustee (the “Termination Receipts Account”) and (ii) any
amounts received from a replacement counterparty (“Replacement Receipts”) will



108









 





be deposited in a segregated non-interest bearing account which shall be an
Eligible Account established by the Trustee (the “Replacement Receipts
Account”). The Trustee shall invest, or cause to be invested, funds held in
the Termination Receipts Account and the Replacement Receipts Account in time
deposits of the Trustee as permitted by clause (ii) of the definition of
Permitted Investments or as otherwise directed in writing by a majority of the
Certificateholders. All such investments must be payable on demand or mature
on a Distribution Date or such other
date as directed by the Certificateholders. All such Permitted
Investments will be made in the name of the Trustee of the Separate Interest
Trust (in its capacity as such) or its nominee. All income and gain realized
from any such investment shall be deposited in the Termination Receipts Account
or the Replacement Receipts Account, as applicable.




     Unless otherwise permitted by the Rating Agencies, the Trustee will
promptly, with the assistance and cooperation of the Depositor, use amounts on
deposit in the Termination Receipts Account, if necessary, to enter into
replacement Yield Maintenance Agreements which shall be executed and delivered
by the Trustee upon receipt of written confirmation from each Rating Agency
that such replacement Yield Maintenance Agreement(s) 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.



     Amounts on deposit in the Replacement Receipts Account shall be held for
the benefit of the related Yield Maintenance Counterparty and paid to such
Yield Maintenance Counterparty if the Separate Interest Trust is required to
make a payment to such Yield Maintenance Counterparty following an event of
default or termination event with respect to the Separate Interest Trust under
the related Yield Maintenance Agreement. Any amounts not so applied shall,
following the termination or expiration of such Yield Maintenance Agreement, be
paid to the Class A-X Certificates.



     SECTION 5.08. Available Funds Cap 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 Class A-1, Class A-2,
Class A-3, Class A-4 and Class A-X Certificates and each Class of Subordinate
Certificates, an Available Funds Cap Reserve Fund, into which the Depositor
shall deposit $2,500. The Available Funds Cap 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
Available Funds Cap Reserve Fund shall not be an asset of any REMIC established
hereby.



     (b) On each Distribution Date, Monthly Interest Distributable Amounts
that would otherwise be distributable with respect to the Class A-X
Certificates shall instead be deposited in the Available Funds Cap Reserve Fund
to the extent of the Required Reserve Fund Deposit.



     (c) On any Distribution Date for which an Available Funds Cap Shortfall
exists with respect to the Class A-1, Class A-2, Class A-3 or Class A-4
Certificates or any Class of Subordinate Certificates after giving effect to
payments made pursuant to Section 5.09 from the



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Yield Maintenance Amount
Account, the Securities Administrator shall instruct the Trustee to withdraw
from the Available Funds Cap Reserve Fund, the amount on deposit therein
required to be distributed on such Distribution Date pursuant to Section 5.01(i).




     (d) Funds in the Available Funds Cap Reserve Fund shall be invested in
Permitted Investments. Any earnings on amounts in the Available Funds Cap
Reserve Fund shall be for
the benefit of the Class A-X Certificateholders. The Class A-X
Certificates shall evidence ownership of the Available Funds Cap Reserve Fund
for federal income tax purposes and the Class A-X Certificateholders shall
direct the Trustee, in writing, as to investment of amounts on deposit therein.
The Class A-X Certificateholders shall be liable for any losses incurred on
such investments. In the absence of written instructions from a majority of
the Class A-X Certificateholders as to investment of funds on deposit in the
Available Funds Cap Reserve Fund, such funds shall be invested in money market
funds 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 Available Funds Cap Reserve Fund shall be treated as
amounts distributed by the Upper Tier REMIC to the Class A-X
Certificateholders.



     (g) Upon termination of the Trust Fund, any amounts remaining in the
Available Funds Cap Reserve Fund shall be distributed to the Class A-X
Certificateholders.



     SECTION 5.09. Yield Maintenance Agreement Accounts.



     (a) The Trustee is hereby directed by the Depositor to execute and deliver
the Yield Maintenance Agreements on behalf of a trust, separate from the Trust,
for the benefit of the Certificateholders (referred to herein as a “Separate
Interest Trust”) in the forms presented to it by the Depositor and shall have
no responsibility for the contents, adequacy or sufficiency of the Yield
Maintenance Agreements, including, without limitation, the representations and
warranties contained therein. Each Holder of a Certificate is deemed, by
acceptance of such Certificate, to authorize the Trustee to execute and deliver
the Yield Maintenance Agreements.



     (b) The Trustee shall establish and maintain an account, for the benefit
of the Trustee and the Certificateholders, as a segregated non-interest bearing
trust account which shall be an Eligible Account (the “Yield Maintenance Amount
Account”). Pursuant to each Yield Maintenance Agreement, the Yield Maintenance
Counterparty shall have provided the Trustee and the Master Servicer with
notice of the Net Swap Payment, if any, to be made by the Separate Interest
Trust to the Yield Maintenance Counterparty or the Net Swap Amount or Cap
Amount, if any, to be paid by the Yield Maintenance Counterparty to the Trustee
for the account of the Separate Interest Trust pursuant to such Yield
Maintenance Agreement for each Distribution Date. Any Net Swap Amounts or Cap
Amounts received by the Trustee pursuant to the Yield Maintenance Agreements in
connection with each such Distribution Date shall be deposited into the Yield
Maintenance Amount Account. On each Distribution Date, the Trustee on behalf
of the Separate Interest Trust shall distribute amounts on deposit in the Yield
Maintenance Amount Account in the following order of priority:



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	 	first, 	to the Holders of the Class A-1, Class A-2, Class A-3
and Class A-4 Certificates, an amount up to any
Available Funds Cap Shortfalls with respect to each such
Class for such Distribution Date, pro rata based on the
amount of the Available Funds Cap Shortfalls for each
such Class and such Distribution Date;
	 
	 	second, 	sequentially, to the Holders of the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificates, in that order, an amount up to any Available
Funds Cap Shortfalls with respect to each such Class for
such Distribution Date; and
	 
	 	third, 	to the Holders of the Class A-X Certificates.





     (c) The Trustee shall establish and maintain an account, for the benefit
of the Trustee and the Certificateholders, as a segregated non-interest bearing
trust account which shall be an Eligible Account (the “Yield Maintenance
Payment Account”). Any Net Swap Payment or Additional Yield Maintenance
Payment to be made by the Separate Interest Trust to the Yield Maintenance
Counterparty pursuant to any Swap Agreement shall be paid into the Yield
Maintenance Payment Account as provided in clauses first and fifth of Section 5.01(a)
based on the information provided in the Distribution Date Statement. On each Distribution Date, the Trustee on behalf of the
Separate Interest Trust shall distribute amounts on deposit in the Yield
Maintenance Payment Account to the Yield Maintenance Counterparty as provided
in the Swap Agreements.



     (d) Upon termination of all of the Yield Maintenance Agreements and
payment of all amounts owed by the Yield Maintenance Counterparty thereunder,
following application by the Trustee of funds in the Yield Maintenance Amount
Account and the Yield Maintenance Payment Account on the next succeeding
Distribution Date to pay amounts owed pursuant to this Section and Section
5.01, the Trustee shall terminate the Yield Maintenance Amount Account, the
Yield Maintenance Payment Account and the Separate Interest Trust.



     SECTION 5.10. Recoveries.



     (a) The Class Certificate Principal Balance of any Class of Certificates
to which a Realized Loss has been allocated (including any such Class for which
the related Class Certificate Principal Balance has been reduced to zero), will
be increased, up to the amount of Recoveries for such Distribution Date as
follows:




     (i) first, to increase the Class Certificate Principal Balance of
each such Class of Senior Certificates pro rata, up to the amount of Net
Realized Losses for each such Class, and




     (ii) second, to increase the Class Certificate Principal Balance of
each such Class of Subordinate Certificates in order of seniority, up to
the amount of Net Realized Losses for each such Class.



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     Any increase to the Class Certificate Principal Balance of a Class of
Certificates shall increase the Certificate Principal Balance of each
Certificate of the related Class pro rata in accordance with the applicable
Percentage Interest.



ARTICLE VI 




THE CERTIFICATES




     SECTION 6.01. The Certificates.



     The Certificates shall be substantially in the form annexed hereto as
Exhibit A through E. Each of the Certificates shall, on original issue, be
executed, authenticated and delivered by the Trustee 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 A-1, Class A-2, Class A-3, Class A-4,
Class B-1, Class B-2 and Class B-3 Certificates, and $100,000 and integral
dollar multiples of $1,000 in excess thereof, in the case of the Class A-X,
Class B-4, Class B-5 and Class B-6 Certificates, except that one Certificate of
each such Class of 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 or Class Certificate Notional
Balance of such Class on the Closing Date. The Class A-R Certificate is
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 bind the Trust, 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. 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 Trustee 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. Subject to Section 6.02(c), the Senior
Certificates (other than the Residual Certificate) and the Class B-1, Class
B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates shall be
Book-Entry Certificates. The Residual Certificate shall be a Physical
Certificate.



     The Private Certificates shall be offered and sold in reliance on 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 A (each, a “Restricted Global Security”), which shall be deposited on
behalf of the subscribers for such Certificates represented thereby with the
Trustee, as



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custodian for DTC and registered in the name of a nominee of DTC,
duly executed and authenticated by the Trustee as hereinafter provided. The
aggregate principal amounts of the Restricted Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee 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 at the Corporate
Trust Office 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 shall initially serve as 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 any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph (or, so long as the Trustee serves as
Certificate Registrar, the office of the Trustee’s agent located at DTC
Transfer Agent Services, 55 Water Street, Jeanette Park Entrance, New York, New
York, 10044, or such other office or agency that the Trustee shall designate),
the Trustee on behalf of the Trust shall execute, 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 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 Trustee or
the Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and 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 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



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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 Depository’s normal procedures. The parties
hereto are hereby authorized to execute a 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 (i)(x) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and (y) the Trustee or the Depositor is
unable to locate a qualified successor or (ii) after the occurrence and
continuation of an Event of Default, Holders of Book-Entry Certificates having
not less than 51% of the aggregate Certificate Principal Balance of the
Certificates advise the Trustee and the Depository in writing through the
Depository Participants that the continuation of a book-entry system with
respect to Certificates through the Depository (or its successor) is no longer
in the best interests of the Holders, then the Trustee shall request that the
Depository notify all Holders of the occurrence of any such event and of the
availability of definitive, fully registered Certificates to Holders requesting
the same. 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 execute on behalf of the
Trust and authenticate definitive, fully registered certificates (the
“Definitive Certificates”). Neither the Depositor nor the Trustee 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, any Paying
Agent 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 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 Trustee 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



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Definitive Certificate, the transferee shall certify (i) (A) such transfer is
made to a Qualified Institutional Buyer in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Trustee, 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
Trustee, in substantially the form attached hereto as Exhibit J-1, and, if so
required by the Trustee 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 Trustee and the Depositor is
delivered to the Trustee and the Depositor that such transfer may be made
pursuant to an exemption, describing 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 Trustee or the Depositor or
(ii) the Trustee 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
Trustee certifying to the Depositor and the Trustee the facts surrounding such
transfer, which investment letter shall not be an expense of the Trustee or the
Depositor. Each Holder of a Private Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee, 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.
Notwithstanding the foregoing, any transfer made to Thornburg or to another
Affiliate of Thornburg will not require any investment letter or Opinion of
Counsel specified above.




     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
Trustee by the transferee’s 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).



     Except for any transfer made to Thornburg or to another Affiliate of
Thornburg, no transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made unless the Trustee shall have received
either (i) a representation from the transferee of such Certificate, acceptable
to and in form and substance satisfactory to the Trustee and the Depositor
(such requirement is satisfied only by the Trustee’s receipt of a
representation letter from the transferee substantially in the form of Exhibit
I-1, J-1 or J-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 the purchaser is an insurance
company, a representation that the purchaser is an insurance company which is
purchasing such Certificates with funds contained in an “insurance company
general account” (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 (“PTCE 95-60”) and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60
or (iii) an Opinion of Counsel satisfactory to the Trustee, which Opinion of
Counsel shall not be an expense of either the Trustee or the Trust, addressed
to the Trustee, to the effect that the purchase and holding of such
ERISA-Restricted Certificate that is also a Physical 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



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Trustee, the Master Servicer,
any Servicer, the Securities Administrator 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 that is also a Physical Certificate
to an employee benefit plan subject to ERISA or Section 4975 of the Code
without the delivery to the Trustee of an Opinion of Counsel satisfactory to
the Trustee 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 Trustee by the transferee’s acceptance of such ERISA-Restricted Certificate
that is also Book-Entry Certificate (or the acceptance by a Certificate Owner
of the beneficial interest in such Certificate).



     No transfer of an ERISA-Restricted Auction Certificate or an
ERISA-Restricted Yield Maintenance Certificate prior to the Distribution Date
in June 2008 in the form of a Definitive Certificate shall be made unless the
Trustee shall have received either (i) a representation from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee and the Depositor (such requirement is satisfied only by the Trustee’s
receipt of a representation letter from the transferee substantially in the
form of Exhibits J-1 or J-2 hereto), to the effect that such transferee is not
acquiring such Certificate for, on behalf of, or with the assets of, an
employee benefit plan or other retirement arrangement subject to Section 406 of
ERISA or Section 4975 of the Code, or (ii) the acquisition and holding of such
Certificate are eligible for exemptive relief available under Prohibited
Transaction Class Exemptions (“PTCE”) 84-14, 90-1, 91-38, 95-60 or 96-23
or some other applicable exemption.



     In the case of an ERISA-Restricted Auction Certificate or an
ERISA-Restricted Yield Maintenance Certificate that is a Book-Entry
Certificate, for purposes of the first sentence of the preceding paragraph,
such representations shall be deemed to have been made to the Trustee by the
transferee’s acceptance of such Certificates that are also Book-Entry
Certificates (or the acceptance by a Certificate Owner of the beneficial
interest in such Certificates).



     To the extent permitted under applicable law (including, but not limited
to, ERISA), neither the Trustee nor the Certificate Registrar shall have any
liability to any Person for any registration of transfer of any
ERISA-Restricted Certificate, ERISA-Restricted Auction Certificate or
ERISA-Restricted Yield Maintenance Certificate that is in fact not permitted by
this Section 6.02(d) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the
provisions of this Agreement so long as the transfer was registered by the
Trustee or the Certificate Registrar in accordance with the foregoing
requirements. In addition, neither the Trustee nor the Certificate Registrar
shall be required to monitor, determine or inquire as to compliance with the
transfer restrictions with respect to any such Certificate in the form of a
Book-Entry Certificate, and neither the Trustee nor the Certificate Registrar
shall have any liability for transfers of such Book-Entry Certificates or any
interests therein made in violation of the restrictions on transfer described
in the Prospectus Supplement and this Agreement.



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     Upon notice by the Auction Administrator to the Trustee that the Holder of
any Auction Certificate not held in book-entry form has failed to surrender
such Certificate for registration of transfer on the Auction Distribution Date,
the Trustee shall, upon request by the Auction Administrator, deem such
Certificate cancelled and issue, authenticate and deliver, in the name of the
transferee designated by the Auction Administrator, a new Certificate in a
denomination of like Class Certificate Principal Balance.



     (e) Each Person who has or who acquires any Ownership Interest in the
Class A-R 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
Class A-R Certificate shall be a Permitted Transferee who acquires such
Ownership Interest in a Class A-R Certificate for its own account and not
in the capacity as trustee, nominee or agent for another Person and shall
promptly notify the Trustee of any change or impending change in its
status as such a Permitted Transferee.




     (ii) No Ownership Interest in the Class A-R Certificate may be
registered on the Closing Date and no Ownership Interest in a Residual
Certificate may thereafter be transferred, and the Trustee 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 shall have been furnished with an affidavit (“Transfer
Affidavit”) of the initial owner of the Class A-R 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 shall as a condition to
registration of the transfer, require delivery to it 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 Class A-R 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



117









 






thereof retroactive to the
date of registration of transfer of such Residual Certificate. Neither
the Trustee nor the Certificate Registrar 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 or for making any distributions due
on a Residual Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement
so long as the Trustee received the documents specified in clause (iii).
The Trustee 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 Trustee shall be distributed and
delivered by the Trustee 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 Trustee to the previous Holder of such Residual
Certificate that is a Permitted Transferee, except that in the event that
the Trustee 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 Trustee 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 it 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 Securities Administrator 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
Trustee and the Servicer, in form and substance satisfactory to the Trustee,
(i) written notification from each Rating Agency that the removal of the
restrictions on Transfer set forth in this Section will not cause either Rating
Agency to downgrade its ratings of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause either REMIC created
hereunder to fail to qualify as a REMIC.




     (f) 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



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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 Certificate
Registrar 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, the Depositor and the Certificate Registrar 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 or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, 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 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 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, 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, any Paying Agent
and any agent of the Depositor, the Certificate Registrar, any Paying Agent or
the Trustee 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 Trustee, the Certificate
Registrar, the Paying Agent or any agent of any of them shall be affected by
notice to the contrary.



     SECTION 6.05. Appointment of Paying Agent.



     (a) The Paying Agent shall make distributions to Certificateholders from
the Distribution Account pursuant to Section 5.01 hereof and shall report the
amounts of such distributions to the Trustee. The duties of the Paying Agent
may include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 4.03(d) hereof and for the purpose of making the
distributions referred to above and (ii) to distribute statements and provide
information to Certificateholders as required hereunder. The Paying Agent
hereunder shall at all times be an entity duly incorporated 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 subject to
supervision or examination by federal or state authorities. The Paying Agent
shall initially be the



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Trustee. The Trustee may appoint a successor to act as
Paying Agent, which appointment shall be reasonably satisfactory to the
Depositor.




     (b) The Trustee shall cause the Paying Agent (if other than the Trustee)
to execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent shall hold all sums, if
any, held by it for payment to the Certificateholders in trust for the benefit
of the Certificateholders entitled thereto until such sums shall be paid to
such Certificateholders and shall agree that it shall comply with all
requirements of the Code
regarding the withholding of payments in respect of federal income taxes
due from Certificate Owners and otherwise comply with the provisions of this
Agreement applicable to it.



     SECTION 6.06. Optional Purchase of Certificates. 



     (a) All but not less than all of the Certificates are subject to purchase
by TMI, at its option, on any Distribution Date on or after the Optional
Securities Purchase Date from the then Certificateholders thereof; provided,
however, that TMI may appoint a designee to purchase the Residual Certificate.
The purchase price for each Certificate (other than a Residual Certificate)
shall be equal to the sum of (i) the Certificate Principal Balance of
such Certificate and (ii) any accrued but unpaid interest thereon at the
applicable Pass-Through Rate with respect thereto for such Distribution Date.
The purchase price for the Class A-R Certificate shall be $1.00. In
order to exercise the Optional Securities Purchase Right, TMI must, no later
than the eighth Business Day prior to the applicable Distribution Date, deliver
to the Trustee and the Securities Administrator (with copies to the Rating
Agencies and the Master Servicer) written notice, in the form of Exhibit O
hereto, of its intent to purchase the Certificates (other than the Private
Certificates) and of the Distribution Date on which it intends to do so and the
Securities Administrator will verify in writing to TMI and the Trustee the cash
amount required of TMI to effect such purchase no later than the third Business
Day prior to the Distribution Date on which such purchase is scheduled to
occur. The Trustee shall furnish notice of the exercise of the Optional
Securities Purchase Right to the applicable Certificateholders in compliance
with Section 6.06(c). On the Distribution Date on which the Optional
Securities Purchase Right will be exercised, TMI shall deposit the appropriate
amount in cash with the Trustee. Such amount shall be deposited by the Trustee
into a separate sub-account of the Distribution Account (the “Purchase
Account”). Such amounts shall be paid by the Trustee to Holders of the
applicable Certificates as provided in Section 6.06(d).



     (b) In the case of an exercise of the Optional Securities Purchase Right,
TMI shall be solely responsible for the costs and expenses of the Trustee, the
Securities Administrator and the Master Servicer.



     (c) Notice of exercise of the Optional Securities Purchase Right under
Section 6.06(a) shall be given by the Trustee by facsimile or by first-class
mail, postage prepaid, transmitted or mailed not less than five Business Days
prior to the applicable Distribution Date, to the Holder of the Class A-R
Certificate as of the close of business on the Record Date preceding such
Distribution Date and to each Holder of a Certificate (other than a Residual
Certificate) as of a



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date not more than one Business Day preceding the mailing
of such notice, at such Holder’s address appearing in the Certificate Register.




     All such notices shall state:




     (i) the Distribution Date upon which the Certificateholders will
receive payment in full on the applicable Certificates;




     (ii) the amount the applicable Certificateholders will be paid,
separately stating amounts in respect of principal and interest;




     (iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable and that payments shall be made only upon
presentation and surrender of the respective Certificates and the place
where such Certificates are to be surrendered for payment; and




     (iv) that interest on the respective Certificates shall cease to
accrue for the benefit of the then Certificateholders on such
Distribution Date and no interest shall accrue on the price paid for such
Certificates.



     The foregoing notice shall be given by the Trustee in the name and at the
expense of TMI. Failure to give notice of such purchase, or any defect
therein, to any Holder of any Certificate shall not impair or affect the
validity of the purchase of any other Certificate.



     (d) The Certificates shall, following notice as required by Section
6.06(c), be purchased on the applicable Distribution Date by TMI at the price
specified in Section 6.06(a) from funds in the Purchase Account, and (unless
TMI shall default in the payment of such amount) no interest shall accrue on
such amount for any period after the date to which accrued interest is
calculated for purposes of calculating such amount.



     (e) Subsequent to the purchase of the Certificates following exercise of
the Optional Securities Purchase Right, TMI shall be the sole Holder of the
Offered Certificates (other than the Residual Certificates) and it shall either
be the sole Holder of the Class A-R Certificate or may designate a Person which
meets the requirements of this Agreement to become the Holder thereof. TMI may
subsequently transfer some or all of the Certificates acquired by it in
accordance with the provisions hereof. All Certificates issued to the
Certificateholders prior to exercise of the Optional Securities Purchase Right
shall be deemed cancelled.



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ARTICLE VII 




DEFAULT




     SECTION 7.01. Event of Default. 



     (a) If any one of the following events (each, an “Event of Default”) shall
occur and be continuing:




     (i) the failure by the Master Servicer to make any Advance or to
deposit in the Collection Account or Distribution Account any deposit
required to be made under the terms of this Agreement, and such failure
continues unremedied for a period of three Business Days after the date
upon which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer; or




     (ii) the failure by the Master Servicer duly to observe or perform,
in any material respect, any other covenants, obligations or agreements
of the Master Servicer as set forth in this Agreement, which failure
continues unremedied for a period of 60 days (or, in the case of a breach
of its obligation to provide a Master Servicer Certification pursuant to
Section 3.18, 30 days), in each case after the date (A) on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Trustee or to the Master
Servicer and the Trustee by Holders of Certificates evidencing at least
25% of the Voting Rights or (B) on which a Servicing Officer of the
Master Servicer has actual knowledge of such failure; or




     (iii) the entry against the Master Servicer of a decree or order by
a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a trustee, conservator, receiver or
liquidator in any insolvency, conservatorship, receivership, readjustment
of debt, marshalling of assets and liabilities or similar proceedings, or
for the winding up or liquidation of its affairs, and the continuance of
any such decree or order unstayed and in effect for a period of 60 days;
or




     (iv) the Master Servicer shall voluntarily go into liquidation,
consent to the appointment of a conservator or receiver or liquidator or
similar person in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the
Master Servicer or of or relating to all or substantially all of its
property; or a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises for the appointment of a
conservator, receiver, liquidator or similar person in any insolvency,
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 Master Servicer and such decree or order
shall have remained in force undischarged, unbonded or unstayed for a
period of 60 days; or the Master Servicer 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



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reorganization statute,
make an assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations;



     (b) 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
shall, at the written direction of the Holders of Certificates evidencing
Voting Rights aggregating not less than 51%, or at its option may, with the
consent of Thornburg (not to be unreasonably withheld), by notice then given in
writing to the Master Servicer, terminate all of the rights and obligations of
the Master Servicer as servicer under this Agreement. Any such notice to the
Master Servicer shall also be given to each Rating Agency, the Depositor and
the Seller. On or after the receipt by the Master Servicer (and by the Trustee
if such notice is given by the Holders) of such written notice, all authority
and power of the Master Servicer under this Agreement, whether with respect to
the Certificates or 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 Master 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. The Master Servicer agrees to
cooperate with the Trustee in effecting the termination of the responsibilities
and rights of the Master Servicer hereunder, including, without limitation, the
delivery to the Trustee of all documents and records requested by it to enable
it to assume the Master Servicer’s functions under this Agreement within ten
Business Days subsequent to such notice and the transfer within one Business
Day subsequent to such notice to the Trustee for the administration by it of
all cash amounts that shall at the time be held by the Master Servicer and to
be deposited by it in the Collection Account, the Distribution Account, any REO
Account or any Servicing Account or that have been deposited by the Master
Servicer in such accounts or thereafter received by the Master Servicer with
respect to the Mortgage Loans or any REO Property received by the Master
Servicer. All reasonable costs and expenses (including attorneys’ fees)
incurred in connection with transferring the Master Servicer’s duties and the
Mortgage Files to the successor Master Servicer and amending this Agreement to
reflect such succession as Master Servicer pursuant to this Section shall be
paid by the predecessor Master Servicer (or if the predecessor Master Servicer
is the Trustee, the initial Master Servicer) upon presentation of reasonable
documentation of such costs and expenses. The termination of the rights and
obligations of the Master Servicer shall not affect any liability it may have
incurred prior to such termination.



     (c) Notwithstanding the foregoing, if an Event of Default described in
clause (i) of Section 7.01(a) shall occur, the Trustee shall, by notice in
writing to the Master Servicer, which may be delivered by telecopy, immediately
suspend all of the rights and obligations of the Master Servicer thereafter
arising under this Agreement, but without prejudice to any rights it may have
as a Certificateholder or to reimbursement of outstanding Advances or other
amounts for which the Master Servicer was entitled to reimbursement as of the
date of termination, and the Trustee shall act as provided in Section 7.02 to
carry out the duties of the Master Servicer, including the obligation to make
any Advance the nonpayment of which was an Event of Default described in clause
(i) of Section 7.01(a). Any such action taken by the Trustee must be prior to
the distribution on the relevant Distribution Date. If the Master Servicer
shall within two



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Business Days following such suspension remit to the Trustee
the amount of any Advance the nonpayment of which by the Master Servicer was an
Event of Default described in clause (i) of Section 7.01(a), the Trustee,
subject to the last sentence of this paragraph, shall permit the Master
Servicer to resume its rights and obligations as Master Servicer hereunder.
The Master Servicer agrees that it will reimburse the Trustee for actual,
necessary and reasonable costs incurred by the Trustee because of action taken
pursuant to this subsection. The Master Servicer agrees that if an Event of
Default as described in clause (i) of Section 7.01(a) shall occur more than two
times in any 12 month period, the Trustee shall be under no obligation to
permit the Master Servicer to resume its rights and obligations as Master
Servicer hereunder.




     SECTION 7.02. Trustee to Act.



     (a) From and after the date the Master Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to
Section 7.01, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this 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 Master Servicer by
the terms and provisions hereof arising on and after its succession. As
compensation therefor, the Trustee shall be entitled to such compensation as
the Master Servicer would have been entitled to hereunder if no such notice of
termination had been given. Notwithstanding the above, (i) if the Trustee is
unwilling to act as successor Master 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 Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder; provided, that the appointment of
any such successor Master Servicer shall not result in the qualification,
reduction or withdrawal of the ratings assigned to the Certificates by each
Rating Agency as evidenced by a letter to such effect from each Rating Agency.
Pending appointment of a successor to the Master Servicer hereunder, 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
Master Servicer would otherwise have received pursuant to Section 3.18. The
appointment of a successor Master Servicer shall not affect any liability of
the predecessor Master Servicer which may have arisen under this Agreement
prior to its termination as Master Servicer to pay any deductible under an
insurance policy pursuant to Section 3.14 or to indemnify the Trustee pursuant
to Section 8.05), nor shall any successor Master Servicer be liable for any
acts or omissions of the predecessor Master Servicer or for any breach by such
Master Servicer of any of its representations or warranties contained herein 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. In the event that the Trustee shall not
succeed to the duties of the Master Servicer pursuant to Section 7.02 hereof,
Thornburg shall have the right, but not the obligation, to be appointed
successor master servicer hereunder.



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     (b) Any successor, including the Trustee, to the Master Servicer as Master
Servicer shall during the term of its service as Master Servicer continue to
service and administer the Mortgage Loans for the benefit of
Certificateholders, and maintain in force a policy or policies of insurance
covering errors and omissions in the performance of its obligations as Master
Servicer hereunder and a Fidelity Bond in respect of its officers, employees
and agents to the same extent as the Master Servicer is so required pursuant to
Section 3.04.



     (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 Master Servicer to act as successor Master Servicer under
this Agreement and the transactions set forth or provided for herein.



     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 any Master 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 each Rating Agency.



     SECTION 7.04. Notification to Certificateholders.



     (a) Upon any termination or appointment of a successor to any Master
Servicer pursuant to this Article VII or Section 3.30, the Trustee shall give
prompt written notice thereof to the Certificateholders at their respective
addresses appearing in the Certificate Register and to each 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 all
Certificateholders notice of such occurrence unless such Event of Default shall
have been waived or cured.



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ARTICLE VIII 




THE TRUSTEE AND THE SECURITIES ADMINISTRATOR




     SECTION 8.01. Duties of Trustee and Securities Administrator.



     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, and the
Securities Administrator each undertake 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, unless the Trustee is acting
as successor Master Servicer, in which case it shall use the same degree of
care and skill as the Master Servicer hereunder.



     The Trustee and the Securities Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to the Trustee and the Securities Administrator,
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 neither the Trustee nor
the Securities Administrator will 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 and the Securities Administrator shall take such action as it
deems appropriate to have the instrument corrected.



     On each Distribution Date, the Trustee shall make monthly distributions to
the Available Funds Cap Reserve Fund and the Yield Maintenance Amount Account
and the final distribution to the Certificateholders from funds in the
Distribution Account, in each case as provided in Sections 5.01, 5.08, 5.09 and
10.01 herein based on the report of the Securities Administrator.



     No provision of this Agreement shall be construed to relieve the Trustee
or the Securities Administrator 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 and the Securities Administrator shall be
determined solely by the express provisions of this Agreement, neither
the Trustee nor the Securities Administrator shall 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 or the Securities
Administrator and, in the absence of bad faith on the part of the Trustee
or the Securities Administrator, respectively, the Trustee or the
Securities Administrator may conclusively rely, as to the truth of the
statements



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and the correctness of the opinions expressed therein, upon
any certificates or opinions furnished to the Trustee or the Securities
Administrator, respectively, and conforming to the requirements of this
Agreement;




     (ii) neither the Trustee nor the Securities Administrator shall be
liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or an officer of the Securities Administrator,
respectively, unless it shall be proved that the Trustee or the
Securities Administrator, respectively, was negligent in ascertaining or
investigating the facts related thereto;




     (iii) neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator, respectively,
under this Agreement; and




     (iv) 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 of such Event of Default.



     Neither the Trustee nor the Securities Administrator shall 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 or the Securities
Administrator to perform, or be responsible for the manner of performance of,
any of the obligations of the Master Servicer under this 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 Master Servicer
in accordance with the terms of this Agreement.



     SECTION 8.02. Certain Matters Affecting the Trustee and the Securities
Administrator.



     Except as otherwise provided in Section 8.01 hereof:




     (i) the Trustee and the Securities Administrator 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 and the Securities Administrator
may prescribe;



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     (ii) the Trustee and the Securities Administrator 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) neither the Trustee nor the Securities Administrator shall 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 or the Securities Administrator, respectively, 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) neither the Trustee nor the Securities Administrator shall 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 not 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. If the
Master Servicer fails to reimburse the Trustee in respect of the
reasonable expense of every such examination relating to the Master
Servicer, the Trustee shall be reimbursed by the Trust Fund;




     (vi) the Trustee shall not be accountable, shall have no liability
and makes no representation as to any acts or omissions hereunder of the
Delaware Trustee or the Master Servicer until such time as the Trustee
may be required to act as the Master Servicer pursuant to Section 7.02
hereof and thereupon only for the acts or omissions of the Trustee as a
successor Master Servicer;




     (vii) the Trustee and the Securities Administrator 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



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misconduct or negligence on the
part of any agent, nominee, attorney or custodian appointed by the
Trustee or the Securities Administrator in good faith; and




     (viii) the right of the Trustee or the Securities Administrator to
perform any discretionary act enumerated in this Agreement shall not be
construed as a duty, and neither the Trustee nor the Securities
Administrator shall be answerable for other than its negligence or
willful misconduct in the performance of such act.



     SECTION 8.03. Trustee and the Securities Administrator Not Liable for Certificates, Mortgage Loans or Additional Collateral.



     The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Seller, and the neither Trustee nor the Securities
Administrator assumes responsibility for the correctness of the same. Neither
the Trustee nor the Securities Administrator makes representations or
warranties as to the validity or sufficiency of this Agreement or of the
Certificates (other than the signature and countersignature of the Trustee on
the Certificates) or of any Mortgage Loan or related document or of MERS or the
MERS System. The Trustee shall not be accountable for the use or application
by the Master Servicer, or for the use or application of any funds paid to the
Master Servicer in respect of related Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Master Servicer. Neither the
Trustee nor the Securities Administrator shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of 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 its 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 Master 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 Master 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 Trustee’s receipt of notice or other discovery
of any non-compliance therewith or any breach thereof; any investment of monies
by or at the direction of the Master Servicer or any loss resulting therefrom,
it being understood that the Trustee shall remain responsible for any Trust
property that it may hold in its individual capacity; the acts or omissions of
the Master Servicer (other than if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 7.02 hereof, and then only for the acts or
omissions of the Trustee as the successor Master Servicer), any Servicer or any
Mortgagor; any action of the Master Servicer (other than if the Trustee shall
assume the duties of the Master Servicer pursuant to Section 7.02 hereof), or
any Servicer taken in the name of the Trustee; the failure of the Master
Servicer or any Servicer to act or perform any duties required of it as agent
of the Trustee hereunder; or any action by the Trustee taken at the instruction
of the Master Servicer (other than if the Trustee shall assume the duties of
the Master Servicer pursuant



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to Section 7.02 hereof, and then only for the
actions of the Trustee as the successor Master 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 Trustee’s
duty to review the Mortgage Files, if so required pursuant to Section 2.01 of
this Agreement.




     SECTION 8.04. Trustee, Custodian, Delaware Trustee, Master Servicer
and Securities Administrator May Own Certificates.



     The Trustee, the Custodian, the Delaware Trustee, the Master Servicer and
the Securities Administrator in their respective individual capacities, or in
any capacity other than as Trustee, Custodian, Delaware Trustee, Master
Servicer or Securities Administrator hereunder, may become the owner or pledgee
of any Certificates with the same rights they would have if they were not
Trustee, Custodian, Delaware Trustee, Master Servicer or Securities
Administrator, as applicable, and may otherwise deal with the parties hereto.



     SECTION 8.05. Trustee’s, Delaware Trustee’s and Securities
Administrator’s Fees and Expenses.




     The Trustee, as compensation for all services rendered by the Trustee in
the exercise and performance of any of the powers and duties hereunder, shall
be entitled to withdraw from the Distribution Account on each Distribution Date
an amount equal to the Trustee Fee for such Distribution Date. The Delaware
Trustee shall be compensated by the Trustee for its services hereunder. The
Securities Administrator shall be compensated by the Master Servicer for its
services hereunder from a portion of the Master Servicing Fee Rate. In
addition, the Trustee, the Delaware Trustee and the Securities Administrator
will be entitled to recover from the
Distribution Account pursuant to Section 4.05(a) all reasonable
out-of-pocket expenses, disbursements and advances and the expenses of the
Trustee (including for such purpose, any fees and expenses relating to its
capacity as Custodian hereunder to the extent not paid by Thornburg), the
Delaware Trustee, and the Securities Administrator, respectively, including
without limitation, in connection with 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 Delaware Trustee, the Trustee or
the Securities Administrator, respectively, in the performance of its duties or
the administration of the trusts hereunder (including the reasonable
compensation, expenses and disbursements of its counsel) except any such
expense, disbursement or advance as may arise from its negligence (or in the
case of the Delaware Trustee, gross negligence) or intentional misconduct or
which is specifically designated herein as the responsibility of the Depositor,
the Seller, the Master Servicer, the Certificateholders, the Delaware Trustee
or the Trust hereunder. If funds in the Distribution Account are insufficient
therefor, the Trustee, the Delaware Trustee, the Custodian and the Securities
Administrator 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.



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     SECTION 8.06. Eligibility Requirements for Trustee.



     The Trustee and Securities Administrator hereunder shall 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, each having a combined capital and surplus of at least
$50,000,000 and a minimum long-term debt rating in the third highest rating
category by each Rating Agency and in each Rating Agency’s two highest
short-term rating categories, and 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 or the
Securities Administrator shall cease to be eligible in accordance with the
provisions of this Section 8.06, the Trustee or the Securities Administrator,
as applicable shall resign immediately in the manner and with the effect
specified in Section 8.07 hereof.



     SECTION 8.07. Resignation or Removal of Trustee and Securities
Administrator.



     The Trustee and Securities Administrator may at any time resign and be
discharged from the trusts hereby created by giving written notice thereof to
the Depositor, the Seller, the Master Servicer and each Rating Agency. Upon
receiving such notice of resignation of the Trustee, the Seller shall promptly
appoint a successor Trustee that meets the requirements in Section 8.06 or, in
the case of notice of resignation of the Securities Administrator, the Trustee
shall promptly
appoint a successor Securities Administrator that meets the requirements
in Section 8.06, in each case, by written instrument, in duplicate, one copy of
which instrument shall be delivered to each of the resigning Trustee or
Securities Administrator, as applicable, and one copy to the successor Trustee
or successor Securities Administrator, as applicable. If no successor Trustee
or successor Securities Administrator, as applicable, shall have been so
appointed and having accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee or Securities Administrator
may petition any court of competent jurisdiction for the appointment of a
successor Trustee or Securities Administrator, as applicable.



     If at any time the Trustee or the Securities Administrator shall cease to
be eligible in accordance with the provisions of Section 8.06 hereof or if at
any time the Trustee or the Securities Administrator shall be legally unable to
act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee
or the Securities Administrator, as applicable, or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or
the Securities Administrator, as applicable, or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Seller may
remove the Trustee or the Trustee may remove the Securities Administrator, as
applicable. If the Seller or the Trustee removes the Trustee or the Securities
Administrator, respectively under the authority of the immediately preceding
sentence, the Seller or the Trustee shall promptly appoint a successor Trustee
or



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successor Securities Administrator that meets the requirements of Section
8.06, as applicable, by written instrument, in triplicate, one copy of which
instrument shall be delivered to the Trustee or the Securities Administrator,
as applicable, so removed, one copy to the successor Trustee or successor
Securities Administrator, as applicable, and one copy to the Master Servicer.




     The Majority Certificateholders may at any time remove the Trustee or the
Securities Administrator by written instrument or instruments delivered to the
Seller and the Trustee; the Seller shall thereupon use its best efforts to
appoint a successor Trustee or successor Securities Administrator, as
applicable, in accordance with this Section.



     Any resignation or removal of the Trustee or the Securities Administrator
and appointment of a successor Trustee or a successor Securities Administrator,
pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee or a
successor Securities Administrator, as applicable, as provided in Section 8.08
hereof.



     Notwithstanding anything to the contrary contained herein, in the event
that the Master Servicer resigns or is removed as Master Servicer hereunder,
the Securities Administrator shall have the right to resign immediately as
Securities Administrator by giving written notice to the Seller and the
Trustee, with a copy to each Rating Agency.



     SECTION 8.08. Successor Trustee and Successor Securities
Administrator.



     Any successor Trustee or successor Securities Administrator appointed as
provided in Section 8.07 hereof shall execute, acknowledge and deliver to the
Depositor, the Seller and the Master Servicer and to its predecessor Trustee or
Securities Administrator an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor Trustee or Securities Administrator shall become
effective, and such successor Trustee or successor Securities Administrator,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder
(including, without limitation, with respect to such a successor Trustee, its
rights, powers, duties and obligations as Auction Administrator under the
Auction Administration Agreement), with like effect as if originally named as
Trustee or Securities Administrator. The Depositor, the Seller, the Master
Servicer and the predecessor Trustee or Securities Administrator 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 or Securities Administrator, as applicable, all such rights, powers,
duties and obligations.



     No successor Trustee or Securities Administrator shall accept appointment
as provided in this Section 8.08 unless at the time of such acceptance such
successor Trustee or Securities Administrator shall be eligible under the
provisions of Section 8.06 hereof and the appointment of such successor Trustee
or Securities Administrator shall not result in a downgrading of the Senior
Certificates by either Rating Agency, as evidenced by a letter from each Rating
Agency.



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     Upon acceptance of appointment by a successor Trustee or Securities
Administrator as provided in this Section 8.08, the successor Trustee or
Securities Administrator shall mail notice of the appointment of a successor
Trustee or Securities Administrator hereunder to all Holders of Certificates at
their addresses as shown in the Certificate Register and to each Rating Agency.



     SECTION 8.09. Merger or Consolidation of Trustee or Securities
Administrator.



     Any entity into which the Trustee or the Securities Administrator 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 or
the Securities Administrator shall be a party, or any entity succeeding to the
business of the Trustee or the Securities Administrator, shall be the successor
of the Trustee or the Securities Administrator, as applicable, 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, and in addition to
the appointment of the Delaware Trustee pursuant to Section 1A.03 hereof, 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, 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 Master Servicer 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 Master 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



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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.



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     (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 Trustee’s 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 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



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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 Seller shall pay from its own funds, without any right to
reimbursement, the fees, costs and expenses of each custodian (including the
costs of custodian’s counsel).




     SECTION 8.17. Auction Administration Agreement; Auction Swap
Agreement.



     (a) Concurrently with the execution and delivery hereof, at the direction
of the Depositor, the Trustee, acting solely as an intermediary agent (the
“Auction Administrator”) for the Holders of the Auction Certificates and not as
Trustee or on behalf of the Trust, shall execute and deliver the Auction
Administration Agreement and the Auction Swap Agreement in the forms presented
by the Auction Swap Counterparty provided that the provisions of Section 1A.05
remain applicable to each Certificateholder. The Trustee shall have no duty to
review or otherwise determine the adequacy of the Auction Administration
Agreement or the Auction Swap Agreement.



     (b) Each Holder of an Auction Certificate is deemed, by acceptance of such
Certificate, (i) to authorize Deutsche Bank National Trust Company to execute
and deliver the Auction Administration Agreement and the Auction Swap Agreement
as their intermediary agent and (ii) to acknowledge and accept and agree to be
bound by the provisions of the Auction Administration Agreement and the Auction
Swap Agreement. Deutsche Bank National Trust Company, as Auction
Administrator, agrees not to consent to any amendments to the Auction
Administration Agreement or Auction Swap Agreement without the consent of
100% of the Auction Certificates.



ARTICLE IX 




REMIC ADMINISTRATION




     SECTION 9.01. REMIC Administration.



     (a) As set forth in the Preliminary Statement to this Agreement, four
REMIC elections shall be made by the Trustee. The Trustee shall sign and the
Securities Administrator shall 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 Securities Administrator 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.



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     (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.



     (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 or the Securities Administrator in fulfilling its
respective duties hereunder (including the Securities Administrator’s duties as
tax return preparer).



     (d) The Securities Administrator 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 Securities Administrator. Notwithstanding the foregoing, the
Securities Administrator 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. The Internal Revenue Service has issued OID regulations
under Sections 1271 to 1275 of the Code generally addressing the treatment of
debt instruments issued with original issue discount. Under those regulations,
debt issued to one Person generally is aggregated in determining if there is
OID. Because certain Classes of Regular Certificates are expected to be issued
to one Person (which intends to continue to hold the Regular Certificates
indefinitely and, in any case, for at least 30 days), the Securities
Administrator, on behalf of the Trust, intends to determine the existence and
amount of any OID as if those Classes of Regular Certificates were one debt
instrument.



     (e) The Securities Administrator 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 Securities Administrator, 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 the
Class A-R Certificate to any disqualified organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions.



     (f) Each of the Trustee and the Securities Administrator (to the extent
that the affairs of the REMICs are within such Person’s 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 the REMIC created
hereunder as a REMIC under the REMIC Provisions and shall assist each other as



137









 





necessary to create or maintain such status. None of the Trustee, the
Securities Administrator 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 the Class A-R Certificate will
consult with the Trustee, the Securities Administrator or their designees, 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 or the Securities Administrator has advised it in writing that an
Adverse REMIC Event could occur.




     (g) Each Holder of the Class A-R Certificate shall pay when due any and
all taxes imposed on any REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by
the Class A-R Certificateholder, the Trustee shall pay any remaining REMIC
taxes out of current or future amounts otherwise distributable to the Holder of
the Class A-R Certificate 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 Securities Administrator 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) Neither the Trustee nor the Securities Administrator shall enter into
any arrangement by which any REMIC created hereunder will receive a fee or
other compensation for services.



     (k) The Securities Administrator shall treat the Available Funds Cap
Reserve Fund as an outside reserve fund within the meaning of Treasury
Regulation Section 1.860G-2(h) that is owned by the holders of the Class A-X
Certificates and that is not an asset of any REMIC. The Securities
Administrator shall treat the rights of the Class A-1, Class A-2, Class A-3,
Class A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6
Certificateholders to receive distributions from the Available Funds Cap
Reserve Fund and the Separate Interest Trust to cover Available Funds Cap
Shortfalls and Unpaid Available Funds Cap Shortfalls as payments under a cap
contract written by the Class A-X Certificateholders in favor of the Class A-1,
Class A-2, Class A-3, Class A-4, Class B-1, Class B-2, Class B-3, Class B-4,
Class B5, and Class B-6 Certificateholders. Thus, the Class A-1, Class A-2,
Class A-3, Class A-4, Class B-1, Class B-2, Class B-3, Class B-4, Class B5, and
Class B-6 Certificates shall be treated as representing not



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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.




     (l) For federal income tax purposes, each Certificate Owner of Auction
Certificate shall be treated as a party to the Auction Swap Agreement which
shall represent contractual rights and obligations that are separate from the
regular interest related to such Auction Certificate. For purposes of
determining the issue prices of the Auction Certificates, it shall be assumed
that such separate rights and obligations have a zero value unless and until
required otherwise by the applicable taxing authority.



     (m) The
Separate Interest Trust shall be treated as a domestic eligible entity that is disregarded as an entity separate from the
beneficial owner of the Class A-X Certificates so long as there is only one such
beneficial owner; if there is more than one beneficial owner of the Class A-X
Certificates, the Separate Trust shall be treated as a partnership among the beneficial owners, provided, however, that for
federal income tax information reporting purposes, the beneficial owners shall
agree, by their purchase of a beneficial ownership interest in the Class A-X
Certificates, to have the partnership excluded from the provisions of subchapter
K of the Code pursuant to section 761 of the Code. The Securities
Administrator will not, therefore, file an IRS Form 1065 or provide schedules
K-1 to the beneficial owners of the Class A-X Certificates.



     SECTION 9.02. Prohibited Transactions and Activities.



     Neither the Depositor nor 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 result in an Adverse REMIC
Event.



ARTICLE X 




TERMINATION




     SECTION 10.01. Termination.



     (a) The respective obligations and responsibilities of the Seller, the
Depositor, the Master Servicer, the Securities Administrator, the Delaware
Trustee and the Trustee created hereby



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(other than the obligation of the
Trustee to make certain payments to Certificateholders after the final
Distribution Date and the obligation of the Master Servicer to send certain
notices as hereinafter set forth) shall terminate upon notice to the Trustee
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.




     Thornburg (solely in its capacity as a Servicer of the Mortgage Loans)
may, at its option, terminate this Agreement on any Distribution Date on which
the aggregate of the Stated Principal Balances of the Mortgage Loans
as of the end of the immediately preceding Due Period is equal to or less than 10% of the Cut-Off Date
Aggregate Principal Balance, by purchasing, on such Distribution Date, all of
the outstanding Mortgage Loans and REO Properties at a price equal to the sum
of (i) the outstanding Stated Principal Balances of the Mortgage Loans (other
than in respect of REO Properties), (ii) the lesser of (x) the appraised value
of any REO Property as determined by the higher of two appraisals completed by
two independent appraisers selected by the Depositor at the expense of the
Depositor and (y) the Principal Balance of each Mortgage Loan related to any
REO Property and (iii) in all cases, accrued and unpaid interest thereon at the
applicable Loan Rate through the end of the Due Period preceding the final
Distribution Date, plus unreimbursed Servicing Advances and Advances and any
unpaid Master Servicing Fees and Servicing Fees allocable to such Mortgage
Loans and REO Properties, plus all amounts, if any, then due and owing to the
Trustee, the Master Servicer, the Securities Administrator and the
Yield Maintenance Counterparty (including Net Swap Payments) under
this Agreement, other
than, with respect to the Yield Maintenance Counterparty, payments
resulting from (i) an early termination under the Yield
Maintenance Agreements occurring other than as a result of the
exercise of the option or (ii) a failure of the Yield Maintenance
Counterparty to consent to the assignment of the Yield Maintenance
Agreements to TMI or its designee (the “Termination Price”).



     (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 Trustee 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 Master Servicer by letter to the Certificateholders mailed not earlier
than the 10th day and not later than the 19th day of 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 Trustee 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 Trustee therein specified.



     (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 4.01 hereof for such
Distribution Date.



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     (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 Master 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 Master 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 each REMIC created hereunder;
and




     (ii) The Securities Administrator 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 obtained at the expense of the Seller.



     (b) By their acceptance of Certificates, the Holders thereof hereby agree
to appoint the Trustee and the Securities Administration as their attorneys in
fact to undertake the foregoing steps.



ARTICLE XI 




DISPOSITION OF TRUST ASSETS




     SECTION 11.01. Disposition of Trust Assets.



     Neither the Trust, nor this Agreement, may be terminated or voided, or any
disposition of the assets of the Trustee effected, other than in accordance
with the terms hereof, except to the



141









 





extent that Holders representing no less
than the entire beneficial ownership interest of the Certificates have so
asserted.




ARTICLE XII 




MISCELLANEOUS PROVISIONS




     SECTION 12.01. Amendment.



     This Agreement may be amended from time to time by Seller, the Depositor,
the Master Servicer, the Securities Administrator, the Delaware Trustee and the
Trustee, and without the consent of the Certificateholders, but with the prior
written consent of the Yield Maintenance Counterparty (but only to the extent
such amendment materially and adversely affects the amounts, priority or timing
of payments under the Yield Maintenance Agreements), (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, the Master Servicer, the Securities
Administrator, the Delaware Trustee and the Trustee from each 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 Master Servicer and
the Trustee.



     In addition, this Agreement may be amended from time to time by Seller,
the Depositor, the Master Servicer, the Securities Administrator, the Delaware
Trustee and the Trustee with the prior written consent of the Yield Maintenance
Counterparty (but only to the extent such amendment materially and adversely
affects the amounts, priority or timing of payments under the Yield Maintenance
Agreements) and 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; 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% 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 each Rating Agency.



142









 





     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 the imposition of a tax on
any REMIC created hereunder pursuant to the REMIC Provisions or cause any REMIC
created hereunder to fail to qualify as a REMIC at any time that any
Certificates are outstanding 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 Master
Servicer and each 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.



     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 Certificateholder’s
legal representatives or heirs to claim



143









 





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.



     SECTION 12.04. Governing Law; Jurisdiction.



     This Agreement shall be construed in accordance with the laws of the State
of Delaware, 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 Thornburg Mortgage Home Loans, Inc., 150 Washington
Avenue, Suite 302, Santa Fe, New Mexico 87501, Attention: Deborah Burns
(telecopy number (505) 954-5300), or such other address or telecopy number as
may



144









 





hereafter be furnished to the Depositor, the Master Servicer, the
Securities Administrator, and the Trustee in writing by the Seller, (b) in the
case of the Trustee, to the Corporate Trust Office or such other address or
telecopy number as may hereafter be furnished to the Depositor, the Master
Servicer, the Securities Administrator, 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, the Master Servicer, the Securities
Administrator, and the Trustee in writing by the Depositor, (d) in the case of
the Delaware Trustee, 1011 Centre Street, Suite 200, Wilmington, Delaware
19805; and (e) in the case of the Master Servicer or Securities Administrator,
Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046, or for overnight
delivery, 9062 Old Annapolis Road, Columbia, Maryland 21045 (Attention:
Thornburg 2004-2), Facsimile no.: (410) 715-2380, or such other address or
telecopy number as may be furnished to the Depositor, the Seller, the
Securities Administrator, and the Trustee in writing by the Master Servicer.
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 Agencies.



     (a) The Trustee shall be obligated to use its best reasonable efforts
promptly to provide notice to the Rating Agencies 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;



145









 






     (iii) the resignation or termination of the Master 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 Master Servicer
pursuant to Section 7.02 hereof, any event that would result in the
inability of the Trustee to make Advances.



     (b) In addition, the Trustee shall promptly furnish to the Rating Agencies
copies of each Statement to Certificateholders described in Section 5.04 hereof
and the Master Servicer shall promptly furnish to each Rating Agency copies of
the following:




     (i) each annual statement as to compliance described in Section 3.16
hereof;




     (ii) each annual independent public accountants’ servicing report
described in Section 3.17 hereof; and




     (iii) each notice delivered pursuant to Section 5.05(b) hereof which
relates to the fact that the Master Servicer has not made an Advance.



     (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 Moody’s, to:

	 

	 	Moody’s Investors Service, Inc.

	 	99 Church Street

	 	New York, New York 10007

	 	Attention: Residential Mortgages

	 	 

	 	if to S&P:

	 	 

	 	Standard & Poors Ratings Services, a division

	 	of The McGraw-Hill Companies, Inc.

	 	55 Water Street

	 	New York, New York 10041

	 	Fax no.: (212) 438-2661








     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



146









 





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.



     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 and the Seller.
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 and the Trust, 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 or the Trust 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. Derivative Transactions.



     The Trust and the Trustee are authorized, at the direction and the expense
of the Holders of a majority of the Class A-X Certificates, to enter into such
derivative transactions for the



147









 





benefit of any Certificateholders as may be
deemed desirable by such Holders of the Class A-X Certificates, so long as (i)
as evidenced by one or more Opinions of Counsel addressed to the Trustee (at
the expense of such Holders), the execution and delivery of such derivative
transaction is permitted under this Agreement and the inclusion of such
derivative in the Trust will not be inconsistent with the ERISA provisions
contained herein or cause the Certificates (other than the Class A-R
Certificate) to fail to qualify for the Underwriter’s Exemption, (ii) a REMIC
Opinion (at the expense of such Holders) is delivered to the Trustee, (iii) an
Opinion of Counsel addressed to the Trustee (at the expense of such Holders)
that the execution and delivery of such derivative transaction and
documentation as presented to the Trustee is permitted under this Agreement,
and (iv) each Rating Agency shall have confirmed in writing that the inclusion
of such derivative would not result in a downgrade of its then rating of any
Class of Certificates.




148









 








     IN WITNESS WHEREOF, the parties hereto 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.


	 	 	 	 	 
	 	GREENWICH CAPITAL ACCEPTANCE, INC.,

   as Depositor

 	 
	 	By:  	/s/ Shakti Radhakishun	 
	 	 	Name:  	Shakti Radhakishun 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THORNBURG MORTGAGE HOME LOANS,

    INC., as Seller

 	 
	 	By:  	/s/ Deborah J.
        Burns	 
	 	 	Name:  	Deborah J. Burns 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as Master Servicer

 	 
	 	By:  	/s/ Amy Doyle	 
	 	 	Name:  	Amy Doyle	 
	 	 	Title:  	Vice President	 
	 



	 	 	 	 	 
	 	WELLS FARGO BANK N.A., as Securities

   Administrator

 	 
	 	By:  	/s/ Amy Doyle	 
	 	 	Name:  	Amy Doyle	 
	 	 	Title:  	Vice President	 




 








 






	 	 	 	 	 



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY, DELAWARE,

   as Delaware Trustee

 	 
	 	By:  	/s/ Elizabeth B.
      Ferry	 
	 	 	Name:  	Elizabeth B. Ferry	 
	 	 	Title:  	Assistant Vice President	 
	 



	 	 	 	 	 
	 	DEUTSCHE BANK NATIONAL TRUST COMPANY, as

   Trustee and Custodian

 	 
	 	By:  	/s/ Brent Hoyler	 
	 	 	Name:  	Brent Hoyler	 
	 	 	Title:  	Associate	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/ Ronaldo Reyes 	 
	 	 	Name:  	Ronaldo Reyes	 
	 	 	Title:  	Assistant Vice President	 


 









 






	 	 	 	 	 



Solely for the purposes of Sections 3.21 and 6.06, accepted and agreed to by:




THORNBURG MORTGAGE, INC.



	 	 	 	 
	 	 
	By:	/s/ Deborah J. Burns	 
	 	Name:  	Deborah J. Burns 	 
	 	Title:  	Vice President 	 




 









 






	 	 	 	 	 



	 	 	 	 	 	 	 
	STATE OF CONNECTICUT

	 	 	)	 	 	 
	

	 	 	)	 	 	ss.:
	COUNTY OF FAIRFIELD

	 	 	)	 	 	 







     On
the 25 day of June 2004, before me, a notary public in and for said
State, personally appeared Shakti Radhakishun known to me to be a Vice
President 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/ Deborah McMahon


	

	 	Notary Public







 









 






	 	 	 	 	 	 	 
	STATE OF NEW MEXICO

	 	 	)

)	 	 	ss.:
	COUNTY OF SANTA FE

	 	 	)	 	 	 







     On
the 30 day of June 2004, before me, a notary public in and for said
State, personally appeared Deborah J. Burns known to me to be a Vice President
of Thornburg Mortgage Home Loans, 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/ Megan W. Serrao


	

	 	Notary Public







 









 






	 	 	 	 	 	 	 
	STATE
OF MD

	 	 	)

)	 	 	ss.:
	COUNTY
OF HOWARD

	 	 	)	 	 	 







     On
the 30 day of June 2004, before me, a notary public in and for said
State, personally appeared Amy Doyle known to me to be a V.P. of Wells Fargo Bank, N.A. 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/ Sandra Titus


	

	 	Notary Public







 









 






	 	 	 	 	 	 	 
	STATE
OF DE

	 	 	)

)	 	 	ss.:
	COUNTY
OF NEW CASTLE

	 	 	)	 	 	 







     On
the 24 day of June 2004, before me, a notary public in and for said
State, personally appeared  Elizabeth Ferry known to me to
be            
                of Deutsche Bank National Trust Company, 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.



     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/ Sharon T. Weaver


	

	 	Notary Public







 









 






	 	 	 	 	 	 	 
	STATE
OF CA

	 	 	)

)	 	 	ss.:
	COUNTY
OF ORANGE

	 	 	)	 	 	 







 









     On
the 23 day of June 2004, before me, a notary public in and for
said State, personally appeared Brent Hoyler known to me to
be a Associate of Deutsche Bank Trust Company Delaware, 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/ Mary White


	

	 	Notary Public







 









 






	 	 	 	 	 	 	 
	STATE OF NEW MEXICO

	 	 	)

)	 	 	ss.:
	COUNTY OF SANTA FE

	 	 	)	 	 	 







     On
the 30 day of June 2004, before me, a notary public in and for said
State, personally appeared Deborah J. Burns known to me to be a Vice President
of Thornburg Mortgage, 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/ Megan Serrao


	

	 	Notary Public







 









 






SCHEDULE I




MORTGAGE LOAN SCHEDULE




 









 








SCHEDULE II




CONVERTED MORTGAGE LOAN SCHEDULE




 









 








SCHEDULE III




MODIFIED MORTGAGE LOAN SCHEDULE




 









 








SCHEDULE IV




THREE-YEAR HYBRID MORTGAGE LOAN SCHEDULE




 









 








SCHEDULE V




FIVE-YEAR HYBRID MORTGAGE LOAN SCHEDULE




 









 








SCHEDULE VI




SEVEN-YEAR HYBRID MORTGAGE LOAN SCHEDULE




 









 








SCHEDULE VII




TEN-YEAR HYBRID MORTGAGE LOAN SCHEDULE