Document for U S BANK NATIONAL ASSOCIATION vs WESLEY A QUINN

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                                Redacted by Clerk of Court iho ama

 

| COURT OF COMMON PLEAS

! MONTGOMERY COUNTY, OHIO
US. Bank, N.A., as Trustee for the Structured
Asset Securities Corporation Mortgage Loan

Trust, 2006- NC1,

Case No. 2007 CV 9571
Judge Jeffrey E. Froelich

Plaintiff,

: Notice of Filing Securities and Exchange
; Commission Form 8K and Trust

i Agreement for the Structured Asset

i Securities Corporation ("SASCO"

| Mortgage Loan Trust, 2006- NC1;
Defendants. | Mortgage Loan Sale and Assignment

i Agreement for SASCO Mortgage Loan
Trust 2006-NC1; Securitization

! Subservicing Agreement for SASCO
i Mortgage Loan Trust 2006-NC1; and
i ' Redacted Loan Schedule to
i ! Securitization Subservicing Agreement
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-VS-

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\
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Wesley A. Quinn, et al.,

 

- Now comes the Plaintiff, U.S. Bank, N.A., as Trustee for the Structured Asset

Securities Corporation ("SASCO") Mortgage Loan Trust, 2006- NC1, by and through

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|counsel, and hereby gives notice to all concerned that it has caused to be filed with the

Court in the above-styled action, of its filing of the following documents to further

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demonstrate Plaintiff is real party in interest in this matter, having acquired the subject

Note and Mortgage in June 2006: (1) Securities and Exchange Commission Form 8K by

SASCO Mortgage Loan Trust, 2006- NC1 Reported June 22, 2006, pursuant to which the

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subject Note and Mortgage were deposited to Trust and title to the subject Note and

Mortgage were sold and transferred to Plaintiff as of June 2006. The Securities and

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Exchange Commission Form 8K is attached hereto as Exhibit “A”.
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Plaintiff further gives notice of its filing in the within action of that certain Trust

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Agreement, dated June 1, 2006 for the SASCO Mortgage Loan Trust, 2006- NC1. The

relevant portions of the Trust Agreement are attached hereto as Exhibit “B’.!

| Plaintiff further gives notice of its filing in the within action of that certain
!
Mortgage Loan Sale and Assignment Agreement, dated June 1, 2006, for SASCO

Mortgage Loan Trust 2006-NC1. The Mortgage Loan Sale and Assignment Agreement

is attached hereto as Exhibit “C”.

Plaintiff further gives notice of its filing in the within action of that certain
Secuivation Subservicing Agreement for SASCO Mortgage Loan Trust 2006-NC1. The
Securitization Subservicing Agreement is attached hereto as Exhibit “D”.

‘Due to its voluminous nature, we have included relevent portions of the Trust
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Agreement as the document, in printed form, numbers 231 pages.

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Finally, Plaintiff gives notice of its filing in the within action of the Redacted

Mortgage Loan Schedule to Securitization Subservicing Agreement for SASCO
Mortgage Loan Trust 2006-NC1, establishing that the subject loan to defendants herein,
is part of said SASCO Mortgage Loan Trust of which Plaintiff is Trustee? A copy of the

Mortgage Loan Schedule is attached hereto as Exhibit “E”.
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Respectfully submitted,

 
   

“gh (# 0069761)
Rick D. DeBlasis, Esq. (# 0012992)

Romi T. Fox, Esq. (# 0037174)

LERNER, SAMPSON & ROTHFUSS
Attorney for Plaintiff

120 E. Fourth St., 8th Floor

Cincinnati, OH 45202

Ph.; (513) 412-6093

Fx.: (513) 362-3592
Deanna.stoutenborough@lsrlaw.com

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The Mortgage Loan Schedule has been redacted to reserve the confidentiality of
financial information belonging to third-parties and defendants herein.CERTIFICATE OF SERVICE

‘ This is to certify that a true and exact copy of the foregoing Notice of Filing has
been duly served upon the following by ordinary U.S. mail, postage prepaid, this Bn
day of October, 2009: .

!

Colette S. Carr, Esq.

Asst. Prosecuting Attorney

301 West Third Street

5th Floor

Dayton, OH 45402

Attorney for Defendant, Montgomery County Treasurer
I

Randall J. Smith, Esq.

Miami Valley Fair Housing Center, Inc

21-23 East Babbitt Street

Dayton, OH 45405

Attorney for Defendants, Wesley and Marion Quinn
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Chase Home Finance LLC successor
10790 Rancho Bernardo Road

San Diego, CA 92127

DefendantForm 8k Page | of 7

8-K 1 form8k.htm FORM 8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)
June 22, 2006

STRUCTURED ASSET SECURITIES CORPORATION (as Depositor under the Trust
Agreement, dated as of June 1, 2006, providing for the issuance of Structured Asset Securities

Corporation Mortgage Pass-Through Certificates, Series 2006-NC1)

Structured Asset Securities Corporation 2006-NC1
(ssuing Entity)

Structured Asset Securities Corporation
(Exact Name of Depositor as Specified in its Charter)

Lehman Brothers Holdings Inc.
(Exact Name of Sponsor as Specified in its Charter)

Structured Asset Securities Corporation
(Exact Name of Registrant as Specified in its Charter)

____Delaware 333-129480 -—
(State or Other Jurisdiction (Commission (LR.S. Employer
Of Incorporation) File Number) Identification No.)
745 Seventh Avenue, 7" Floor
New York, NY __ 10019
(Address of Principal Executive (Zip Code)
Offices)

Registrant’s telephone number, including area code: (212) 526-7000

No Change

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Bumbag ho. 208Form 8k Page 2 of 7

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

( ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Page 3 of 7

{tem 8.01. Other Events

McKee Nelson LLP has been retained by this Registrant as counsel for its Registration Statement
on Form 8-3 (Commission File No. 333-129480) in connection with various transactions. Legal
opinions by McKee Nelson LLP to be incorporated into the Registration Statement are attached hereto
as Exhibit 5.1, Exhibit 8.1 and Exhibit 23.1.

Item 9.01. Financial Statements and Exhibits

(a)
(b)
(©)
@)

 

Not applicable.
Not applicable.
Not applicable.
Exhibits:

5.1 Opinion of McKee Nelson LLP as to legality (including consent of such firm).

8.1 Opinion of McKee Nelson LLP as to certain tax matters (including consent of
such firm included in Exhibit 5.1).

23.1 Consent of McKee Nelson LLP (included in Exhibit 5.1).

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STRUCTURED ASSET SECURITIES
CORPORATION

By: /s/ Ellen V. Kiernan
Name: Ellen V. Kiernan
Title: Senior Vice President

Dated: June 22, 2006

 

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EXHIBIT INDEX

Exhibit No. Description
5.1 Opinion of McKee Nelson LLP as to legality (including consent of such firm).

8.1 Opinion of McKee Nelson LLP as to certain tax matters (including consent of such firm included
in Exhibit 5.1).

23.1 Consent of McKee Nelson LLP (included in Exhibit 5.1).

 

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June 22, 2006

Structured Asset Securities Corporation
745 Seventh Avenue, 7th Floor
New York, New York 10019

Re: Structured Asset Securities Corporation,
Registration Statement on Form 8-3

Ladies and Gentlemen:

We have acted as counsel for Structured Asset Securities Corporation, a Delaware corporation
(the “Company”), in connection with the offering of the Company’s Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2006-NCI (the “Certificates”). A Registration
Statement of the Company on Form S-3 relating to the Certificates (Commission File No. 333-129480)
has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”) and was declared effective on March 31, 2006. As set
forth in the prospectus dated June 2, 2006, as supplemented by a prospectus supplement dated June 19,
2006 (the “Base Prospectus” and the “Final Prospectus Supplement,” respectively), the Certificates will
be issued under and pursuant to the conditions of a trust agreement dated as of June 1, 2006 (the “Trust
Agreement”), by and among the Company, as depositor, Aurora Loan Services LLC as master servicer
(the “Master Servicer”), Risk Management Group, LLC, as credit risk manager (the “Credit Risk
Manager”), and U.S. Bank National Association, as trustee (the “Trustee”).

We have examined forms of the Trust Agreement and of the Certificates, and the Base
Prospectus, the Final Prospectus Supplement, and originals or copies, certified or otherwise identified to
our satisfaction, of such instruments, certificates, records and other documents, and have made such
examination of law, as we have deemed necessary or appropriate for the purpose of this opinion. In our
examination, we have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies or by facsimile or other
means of electronic transmission, and the authenticity of the originals of such latter documents. With
your express consent and approval, we have made all assumptions in connection with this opinion
without further investigation or inquiry, unless and to the extent otherwise specified. As to facts
relevant to the opinions expressed herein and the other statements made herein, we have relied, to the
extent we have deemed appropriate, upon certificates and oral or written statements and representations
of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i) The Trust Agreement has been duly and validly authorized by all necessary action
on the part of the Company and, when duly executed and delivered by the Company, the Trustee,

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the Master Servicer, the Credit Risk Manager and any other party thereto, the
Trust Agreement will constitute a legal, valid and binding agreement of the Company,
enforceable against it in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent
transfer and other similar laws relating to or affecting creditors’ rights generally and to general
equitable principles (regardless of whether considered in a proceeding in equity or at law),
including concepts of commercial reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, and with respect to the rights of
indemnity or contribution, as may be limited by public policy considerations;

(ii) The issuance and sale of the Certificates have been duly authorized by all
requisite corporate action on the part of the Company and, when duly and validly executed and
authenticated in accordance with the terms of the Trust Agreement and delivered against
payment therefor pursuant to the underwriting agreement dated December 21, 2005, between the
Company and Lehman B

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EX-4 2 exhibit41.htm EXHIBIT 4.1

EXECUTION

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

AURORA LOAN SERVICES LLC, as Master Servicer,

RISK MANAGEMENT GROUP, LLC, as Credit Risk Manager,

and

U.S. BANK NATIONAL ASSOCIATION, as Trustee

 

TRUST AGREEMENT

Dated as of June 1, 2006

STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2006-NC1

EXHIBIT

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>,

hry Ha 208

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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS
Section 1.01 Definitions. 16
Section 1.02 Calculations Respecting Mortgage Loans. 58
Section 1.03 Calculations Respecting Accrued Interest. 59

ARTICLE Il DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2:01 Creation and Declaration of Trust Fund, Conveyance of Mortgage

Loans, 59
Section 2.02 Acceptance of Trust Fund by Trustee: Review of Documentation

for Trust Fund. 63
Section 2.03 Representations and Warranties of the Depositor. 65
Section 2.04 Discovery of Breach. 67
Section 2.05 Repurchase, Purchase or Substitution of Mortgage Loans. 67
Section 2.06 Grant Clause. 68

ARTICLE III THE CERTIFICATES
Section 3.01 The Certificates. 70
Section 3.02 Registration. 7
Section 3.03 Transfer and Exchange of Certificates. 71
Section 3.04 Cancellation of Certificates. 77
Section 3.05 Replacement of Certificates. 78
Section 3.06 Persons Deemed Owners. 78
Section 3.07 Temporary Certificates. 78
Section 3.08 Appointment of Paying Agent. 719
Section 3.09 Book-Entry Certificates. 80
ARTICLE IV ADMINISTRATION OF THE TRUST FUND
Section 4.01 Collection Account. 81
Section 4.02 Application of Funds in the Collection Account. 83
Section 4.03 Reports to Certificateholders. 85
Section 4.04 Certificate Account. 89
Section 4.05 [Reserved] 91
ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
Section 5.01 Distributions Generally. 91
Section 5.02 Distributions from the Certificate Account. 92
Section 5.03 Allocation of Losses. 105
Section 5.04 Advances by Master Servicer, Servicer and Trustee. 106
Section 5.05 Compensating Interest Payments. 107
Section 5.06 Basis Risk Reserve Fund. 107
Section 5.07 Supplemental Interest Trust. 107
Section 5.08 Rights of Swap Counterparty. 109
Section 5.09 Termination Receipts. 109
ARTICLE VI

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CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

Section 6.01 Duties of Trustee. 111
Section 6.02 Certain Matters Affecting the Trustee . 113
Section 6.03 Trustee Not Liable for Certificates. 115
Section 6.04 Trustee May Own Certificates. 115
Section 6.05 Eligibility Requirements for Trustee. 115
Section 6.06 Resignation and Removal of Trustee. 116
Section 6.07 Successor Trustee. 116
Section 6.08 Merger or Consolidation of Trustee. 117
Section 6.09 Appointment of Co-Trustee, Separate Trustee or Custodian. 118
Section 6.10 Authenticating Agents. 120
Section 6.11 Indemnification of Trustee. 121
Section 6.12 Fees and Expenses of Trustee and Custodian. 121
Section 6.13 Collection of Monies. 122
Section 6.14 Events of Default; Trustee To Act; Appointment of Successor. 122
Section 6.15 Additional Remedies of Trustee Upon Event of Default. 127
Section 6.16 Waiver of Defaults. 127
Section 6.17 Notification to Holders. 127
Section 6.18 Directions by Certificateholders and Duties of Trustee

During Event of Default. 127
Section 6.19 Action Upon Certain Failures of the Master Servicer and

Upon Event of Default. 128
Section 6.20 Preparation of Tax Returns and Other Reports. 128
Section 6.21 Reporting Requirements of the Commission. 135
Section 6.22 No Merger. 135
Section 6.23 Indemnification by the Trustee. 135

ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST
FUND

Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon
Purchase or Liquidation of All Mortgage Loans; Purchase of!

Lower Tier REMIC 1 Uncertificated Regular Interests. 135
Section 7.02 Procedure Upon Termination of Trust Fund or Purchase of

Lower Tier REMIC 1 Uncertificated Regular Interests. 137
Section 7.03 Additional Trust Fund Termination Event or Purchase

of the Lower Tier REMIC 1 Uncertificated Regular Interests. 139
Section 7.04 Optional Repurchase Right. 140

ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS

Section 8.01 Limitation on Rights of Holders. 140
Section 8.02 Access to List of Holders. 141
Section 8.03 Acts of Holders of Certificates. 142

ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
SERVICER; CREDIT RISK MANAGER

Section 9.01 Duties of the Master Servicer. 143
Section 9.02 Master Servicer Fidelity Bond and Master Servicer Errors and

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Section 9.03
Section 9.04
Section 9.05
Section 9.06
Section 9.07
Section 9.08
Section 9.09

Section 9.10
Section 9.11
Section 9.12
Section 9.13

Section 9.14
Section 9.15
Section 9.16
Section 9.17
Section 9.18
Section 9.19

Section 9.20
Section 9.21
Section 9.22
Section 9.23
Section 9.24
Section 9.25
Section 9.26
Section 9.27
Section 9.28
Section 9.29
Section 9.30
Section 9.31
Section 9.32
Section 9.33
Section 9.34
Section 9.35
Section 9.36
Section 9.37

Section 10.01
Section 10.02
Section 10.03

Section 10.04

Omissions Insurance Policy.

Master Servicer’s Financial Statements and Related Information.
Power to Act; Procedures.

Enforcement of Servicer’s and Master Servicer’s Obligations.
Collection of Taxes, Assessments and Similar Items.
Termination of Servicing Agreement; Successor Servicer.
Master Servicer Liable for Enforcement.

No Contractual Relationship Between the Servicer and
Trustee or Depositor.

Assumption of Servicing Agreement by Trustee.
Due-on-Sale Clauses; Assumption Agreements.

Release of Mortgage Files.

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

Representations and Warranties of the Master Servicer.
Opinion.

Standard Hazard and Flood Insurance Policies.

Presentment of Claims and Collection of Proceeds.
Maintenance of the Primary Mortgage Insurance Policies.
Trustee To Retain Possession of Certain Insurance

Policies and Documents.

[Reserved]

Compensation to the Master Servicer.

REO Property.

Notice to the Sponsor, the Depositor and the Trustee.
Reports to the Trustee.

Assessment of Compliance and Attestation Reports.
Annual Statement of Compliance with Applicable Servicing Criteria.
Merger or Consolidation.

Resignation of Master Servicer.

Assignment or Delegation of Duties by the Master Servicer.
Limitation on Liability of the Master Servicer and Others.
Indemnification; Third-Party Claims.

Special Servicing of Delinquent Mortgage Loans.
Alternative Index.

Duties of the Credit Risk Manager.

Limitation Upon Liability of the Credit Risk Manager.
Indemnification by the Credit Risk Manager.

Removal of Credit Risk Manager.

ARTICLE X REMIC ADMINISTRATION

REMIC Administration.

Prohibited Transactions and Activities.

Indemnification with Respect to Certain Taxes and Loss of
REMIC Status.

REO Property.

ARTICLE XI MISCELLANEOUS PROVISIONS

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143
144
144
146
147
148
148

149
149
150
150

151
152
154
154
155
155

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457
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160
160
161
161
162
163
163
163
164
166
166
166

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170

170
170

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Section 11.01 Binding Nature of Agreement; Assignment. 171
Section 11.02 Entire Agreement. 172
Section 11.03 Amendment. 172
Section 11.04 Voting Rights. 174
Section 11.05 Provision of Information. 174
Section 11.06 Governing Law. 174
Section 11.07 Notices. 175
Section 11.08 Severability of Provisions. 175
Section 11.09 Indulgences; No Waivers. 175
Section 11.10 Headings Not To Affect Interpretation. 175
Section 11.11 Benefits of Agreement. 175
Section 11.12 Special Notices to the Rating Agencies and any NIMS Insurer. 176
Section 11.13 Conflicts. 177
Section 11.14 Counterparts. V7
Section 11.15 Transfer of Servicing. 177

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Exhibit A
Exhibit B-1
Exhibit B-2
Exhibit B-3
Exhibit B-4
Exhibit C
Exhibit D-I
Exhibit D-2
Exhibit E
Exhibit F
Exhibit G
Exhibit H
Exhibit I
Exhibit J
Exhibit K
Exhibit L
Exhibit M-1

Exhibit M-2

Exhibit N
Exhibit O

Exhibit P-1
Exhibit P-2
Exhibit P-3
Exhibit P-4
Exhibit Q-1
Exhibit Q-2
Exhibit R-1
Exhibit R-2
Exhibit R-3
Exhibit R-4
Exhibit R-5
Exhibit R-6
Exhibit R-7
Exhibit $

Exhibit T
Exhibit U
Exhibit V
Schedule A

Page 6 of 231

ATTACHMENTS

Forms of Certificates

Form of Initial Certification

Form of Interim Certification

Form of Final Certification

Form of Endorsement

Request for Release of Documents and Receipt

Form of Residual Certificate Transfer Affidavit (Transferee)
Form of Residual Certificate Transfer Affidavit (Transferor)

List of Servicing Agreements

Form of Rule 144A Transfer Certificate

Form of Purchaser’s Letter for Institutional Accredited Investors
Form of ERISA Transfer Affidavit

Monthly Remittance Advice

Monthly Electronic Data Transmission

List of Custodial Agreements

List of Credit Risk Management Agreements

Form of Transfer Certificate for Transfer from Restricted Global Security to
Regulation S Global Security

Form of Transfer Certificate for Transfer from Regulation S Global Security to
Restricted Global Security

Interest Rate Cap Agreement

Swap Agreement

Additional Form 10-D Disclosure

Additional Form 10-K Disclosure

Additional Form 8-K Disclosure

Additional Disclosure Notification

Form of Back-Up Sarbanes-Oxley Certification

Form of Back-Up Sarbanes-Oxley Certification to be Provided by the Trustee
Form of Forecasted Loss Report

Form of Watch List Report

Form of Red Flag Dashboard Report

Form of Gain/Loss Report

[Reserved]

Form of Prepayment Premiums Report

Form of Highlight Summary Report

Form of Certification Regarding Servicing Criteria to be Addressed in Report on
Assessment of Compliance

[Reserved]

Form of Certification to be Provided by the Credit Risk Manager
Transaction Parties

Mortgage Loan Schedule (by Mortgage Pool)

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This TRUST AGREEMENT, dated as of June 1, 2006 (the “Agreement”), is by and among
STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the
“Depositor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (the “Trustee”), AURORA LOAN
SERVICES LLC, as master servicer (the “Master Servicer”), and RISK MANAGEMENT GROUP,
LLC, a New York limited liability company, as credit risk manager (the “Credit Risk Manager”).

PRELIMINARY STATEMENT

The Depositor has acquired the Mortgage Loans from the Seller, and at the Closing Date is the
owner of the Mortgage Loans and the other property being conveyed by it to the Trustee hereunder for
inclusion in the Trust Fund. On the Closing Date, the Depositor will acquire the Certificates from the
Trust Fund, as consideration for its transfer to the Trust Fund of the Mortgage Loans and the other
property constituting the Trust Fund. The Depositor has duly authorized the execution and delivery of
this Agreement to provide for the conveyance to the Trustee of the Mortgage Loans and the other
property constituting the Trust Fund. All covenants and agreements made by the Seller in the Mortgage
Loan Sale Agreement and by the Depositor, the Master Servicer and the Trustec herein with respect to
the Mortgage Loans and the other property constituting the Trust Fund are for the benefit of the Holders
from time to time of the Certificates and, to the extent provided herein, any NIMS Insurer, the Swap
Counterparty and the Cap Counterparty. The Depositor, the Trustee, the Master Servicer and the Credit
Risk Manager are entering into this Agreement, and the Trustee is accepting the Trust Fund created
hereby, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged.

As provided herein, an election shall be made that the Trust Fund (exclusive of (i) the Swap
Agreement, (ii) the Swap Account, (iii) the right to receive and the obligation to pay Basis Risk
Shortfalls and Unpaid Basis Risk Shortfalls, (iv) the Basis Risk Reserve Fund, (v) the Supplemental
Interest Trust, (vi) the Interest Rate Cap Agreement, (vii) the Interest Rate Cap Account and (viii) the
obligation to pay Class ] Shortfalls (collectively, the “Excluded Trust Assets”) be treated for federal
income tax purposes as comprising four real estate mortgage investment conduits under Section 860D of
the Code (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”)). Any inconsistencics or ambiguities
in this Agreement or in the administration of this Agreement shall be resolved in a manner that preserves
the validity of such REMIC elections.

Each Certificate, other than the Class R and Class LT-R Certificates, represents ownership of a
regular interest in the Upper Tier REMIC for purposes of the REMIC Provisions. In addition, each
Certificate, other than the Class R, Class LT-R, Class X and Class P Certificates, represents (i) the right
to receive payments with respect to any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls and (11)
the obligation to pay Class I Shortfalls. The Class LT-R Certificate represents ownership of the sole
Class of residual interest in REMIC 1. The Class R Certificate represents ownership of the sole Class of
residual interest in each of 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 uncertificated Lower Tier Interests in REMIC
3, other than the Class LT3-R interest, and cach such Lower Tier 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 uncertificated Lower Tier Interests in REMIC 2, other than the Class LT2-R interest, and each such
Lower Tier Interest is hereby designated as a regular interest in REMIC 2. REMIC 2 shall hold as its

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assets the uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier Interest is
hereby designated as a regular interest in REMIC 1. REMIC | shall hold as its assets the property of the
Trust Fund other than the Lower Tier Interests in REMIC 1, REMIC 2, and REMIC 3 and the Excluded
Trust Assets.

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

REMIC 1:

REMIC 1 shall issue one uncertificated interest in respect of each Mortgage Loan held by the
Trust Fund on the Closing Date, each of which is hereby designated as a regular interest in REMIC 1
(the “REMIC | Regular Interests”). REMIC 1 shall also issue the Class LT-R Certificate, which shall
represent the sole class of residual interest in REMIC 1. Each REMIC 1 Regular Interest shall have an
initial principal balance equal to the Scheduled Principal Balance of the Mortgage Loan to which it
relates and shall bear interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage
Loan. In the event a Qualified Substitute Mortgage Loan is substituted for such Mortgage Loan (the
“Original Mortgage Loan”), no amount of interest payable on such Qualified Substitute Mortgage Loan
shall be distributed on such REMIC 1 Regular Interest at a rate in excess of the Net Mortgage Rate of
the Original Mortgage Loan.

On each Distribution Date, the Trustee shall first pay or charge as an expense of REMIC 1 all
expenses of the Trust Fund for such Distribution Date, other than any expenses in respect of the Swap
Agreement.

On each Distribution Date the Trustee shall distribute the aggregate Interest Remittance Amount
(net of expenses described in the preceding paragraph) with respect to each of the Lower Tier Interests
in REMIC | based on the above-described interest rates.

On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance
Amount among the Lower Tier Interests in REMIC 1 in accordance with the amount of the Principal
Remittance Amount attributable to the Mortgage Loan corresponding to each such Lower Tier Interest
in REMIC 1. All losses on the Mortgage Loans shall be allocated among the Lower Tier Interests in
REMIC 1 in the same manner that principal distributions are allocated.

On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected
during the preceding Prepayment Period, in the case of Principal Prepayments in full, or during the
related Collection Period, in the case of Principal Prepayments in part, to the Lower Tier Interest in
REMIC | corresponding to the Mortgage Loan with respect to which such amounts were received.

REMIC 2:

The following table sets forth the designations, principal balances and interest rates for each
interest in REMIC 2, each of which (other than the Class LT2-R Lower Tier Interest) is hereby
designated as a regular interest in REMIC 2 (the “REMIC 2 Regular Interests”):

Initial Principal
Class Designation Balance Interest Rate

 

http://www.sec.gov/Archives/edgar/data/1365185/000116231806000905/exhibit41.htm 10/21/2009Exhibit 4.1

LT2-A
LT2-F1
LT2-V1
LT2-F2
LT2-V2
LT2-F3
LT2-V3
LT2-F4
LT2-V4
LT2-F5
LT2-V5
LT2-F6
LT2-V6
LT2-F7
LT2-V7
LT2-F8
LT2-V8
LT2-F9
LT2-V9
LT2-F10
LT2-V10
LT2-F11
LT2-V11
LT2-F12
LT2-V12
LT2-F13
LT2-V13
LT2-F14
LT2-V14
LT2-F15
LT2-V15
LT2-F16
LT2-V16
LT2-F17
LT2-V17
LT2-F18
LT2-V18
LT2-F19
LT2-V19
LT2-F20
LT2-V20
LT2-F21
LT2-V21

http://www.sec.gov/Archives/edgar/data/1365185/0001 1623 1806000905/exhibit41 htm

PRAHA AHAD A AAA HAA FAN AHAAHAAH HAHAHAHA NNAHANN HAH HHH

54,986,769.15
17,727,000.00
17,727,000.00
17,202,500.00
17,202,500.00
16,693,000.00
16,693,000.00
16,198,500.00
16,198,500.00
15,719,000.00
15,719,000.00
15,253,500.00
15,253,500.00
14,801,500.00
14,801,500.00
14,363,500.00
14,363,500.00
13,937,500.00
13,937,500.00
13,525,000.00
13,525,000.00
13,977,500.00
13,977,500.00
16,299,000.00
16,299,000.00
16,167,000.00
16,167,000.00
16,006,500.00
16,006,500.00
15,816,500.00
15,816,500.00
15,599,000.00
15,599,000.00
15,355,500.00
15,355,500.00
15,087,500.00
15,087,500.00
14,797,000.00
14,797,000.00
14,485,000.00
14,485,000.00
14,153,500.00
14,153,500.00

(0)
(2)
G)
2)
GQ)
Q)
G)
Q)
@)
Q)
(3)
@)
@)
2)
()
(2)
G)
()
(3)
(2)
GB)
Q)
(3)
Q)
G)
Q)
@)
Q)
G)
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GB)
(2)
(G)
(2)
GQ)
Q)
G)
Q)
(3)
Q)
Q)
Q)
Q)

Page 10 of 231

10/21/2009Exhibit 4.1

LT2-F22
LT2-V22
LT2-F23
LT2-V23
LT2-F24
LT2-V24
LT2-F25
LT2-V25
LT2-F26
LT2-V26
LT2-F27
LT2-V27
LT2-F28
LT2-V28
LT2-F29
LT2-V29
LT2-F30
LT2-V30
LT2-F31
LT2-V31
LT2-F32
LT2-V32
LT2-F33
LT2-V33
LT2-F34
LT2-V34
LT2-F35
LT2-V35
LT2-F36
LT2-V36
LT2-F37
LT2-V37
LT2-F38
LT2-V38
LT2-F39
LT2-V39
LT2-F40
LT2-V40
LT2-F41
LT2-V41
LT2-F42
LT2-V42
LT2-F43

http://www.sec.gov/Archives/edgar/data/1365185/0001 1623 1806000905/exhibit4 1 .htm

FADHAAAA HAS AHAAH AAR HHA AF HAHAHA HAGANAHA HH HAHAHAHAHA AYH

13,804,000.00
13,804,000.00
47,567,500.00
47,567,500.00
25,564,500.00
25,564,500.00
22,345,500.00
22,345,500.00
16,988,000.00
16,988,000.00
13,244,500.00
13,244,500.00
10,516,000.00
10,516,000.00
8,458,500.00
8,458,500.00
6,866,000.00
6,866,000.00
5,605,000.00
5,605,000.00
4,585,000.00
4,585,000.00
4,360,500.00
4,360,500.00
4,144,500.00
4,144,500.00
3,941,500.00
3,941,500.00
3,748,500.00
3,748,500.00
3,564,500.00
3,564,500.00
3,390,000.00
3,390,000.00
3,224,000.00
3,224,000.00
3,066,000.00
3,066,000.00
2,915,000.00
2,915,000.00
2,773,000.00
2,773,000.00
2,636,000.00

Q)
G)
(2)
(3)
(2)
@G)
Q)
G)
Q)
Q)
Q)
G)
2)
GB)
2)
G)
(2)
G)
(2)
(3)
(2)
(3)
Q)
GB)
@)
G)
2)
G)
Q)
(3)
2)
G)
Q)
@)
Q)
Q)
Q)
3)
Q)
1)
(2)
(3)
2)

Page 11 of 231

10/21/2009Exhibit 4.1

LT2-V43
LT2-F44
LT2-V44
LT2-F45
LT2-V45
LT2-F46
LT2-V46
LT2-F47
LT2-V47
LT2-F48
LT2-V48
LT2-F49
LT2-V49
LT2-F50
LT2-V50
LT2-F5t
LT2-V51
LT2-F52
LT2-V52
LT2-F53
LT2-V53
LT2-F54
LT2-V54
LT2-F55
LT2-V55
LT2-F56
LT2-V56
LT2-F57
LT2-V57
LT2-F58
LT2-V58
LT2-F59
LT2-V59
LT2-R

2,636,000.00
2,508,000.00
2,508,000.00
2,384,000.00
2,384,000.00
2,267,500.00
2,267,500.00
2,156,000.00
2,156,000.00
2,051,000.00
2,051,000.00
1,950,000.00
1,950,000.00
1,854,000.00
1,854,000.00
1,763,000.00
1,763,000.00
1,677,000.00
1,677,000.00
1,594,500.00
1,594,500.00
1,516,500.00
1,516,500.00
1,442,000.00
1,442,000.00
1,371,500.00
1,371,500.00
1,305,000.00
1,305,000.00
1,244,500.00
1,244,500.00
23,967,000.00
23,967,000.00
(4)

(3)
(2)
(3)
(2)
(3)
(2)
(3)
(2)
@)
Q)
@)
Q)
@)
Q)
@)
Q)
Q)
Q)
G)
Q)
G)
Q)
G)
Q)
GB)
(2)
G)
@)
(3)
(2)
(3)
Q)
(3)
(4)

Page 12 of 231

(1) For any Distribution Date (and the related Accrual Period) the interest rate for the Class LT2-A Interest shall be the

Net WAC Rate.

(2) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests
shall be the lesser of (i} the REMIC Swap Rate for such Distribution Date, and (ii) the product of (a) the Net WAC.

Rate and (b) 2.

(3) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests
shall be the excess, if any, of (i) the product of (a) the Net WAC Rate and (b) 2, over (ii) the REMIC Swap Rate for

such Distribution Date.

http://Awww.sec.gov/Archives/edgar/data/1365185/0001 1623 1806000905/exhibit41.htm

10/21/2009Exhibit 4.1 Page 13 of 231

(4) The Class LT2-R interest shall not have a principal amount and shall not bear interest. The Class LT2-R interest is
hereby designated as the sole class of residual interest in REMIC 2.

On each Distribution Date, the Trustee shall distribute the aggregate Interest Remittance Amount
for the two Mortgage Pools (net of the expenses paid by REMIC 1) with respect to each of the Lower
Tier Interests in REMIC 2 based on the above-described interest rates.

On each Distribution Date, the Trustee shall distribute the aggregate Principal Remittance
Amount with respect to the two Mortgage Pools with respect to the Lower Tier Interests in REMIC 2,
first to the Class LT2-A Interest until its principal balance is reduced to zero, and then sequentially, to
the other Lower Tier Interests in REMIC 2 in ascending order of their numerical class designation, and,
with respect to each pair of classes having the same numerical designation, in equal amounts to each
such class, until the principal balance of each such class is reduced to zero. All losses on the Mortgage
Loans shall be allocated among the Lower Tier Interests in REMIC 2 in the same manner that principal
distributions are allocated.

On each Distribution Date, the Trustee shall distribute the Prepayment Premiums collected
during the preceding Prepayment Period to the Class LT2-F59 Lower Tier Interest.

REMIC 3:

The following table sets forth the designations, principal balances and interest rates for each
interest in REMIC 3, each of which (other than the Class LT3-R interest) is hereby designated as a
regular interest in REMIC 3 (the “REMIC 3 Regular Interests”):

 

REMIC 3 REMIC 3
Lower Tier Class Lower Tier Initial Class Corresponding Class of
Designation Interest Rate Principal Amount Certificate(s)
Class LT3-A1 () (3) Al
Class LT3-A2 (1) (3) A2
Class LT3-A3 qa) 3) A3
Class LT3-A4 qQ) (3) A4
Class LT3-A5 qd) (3) AS
Class LT3-A6 (1) @) A6
Class LT3-A7 qd) (3) A7
Class LT3-M1 qa) (3) Mi
Class LT3-M2 (1) (3) M2
Class LT3-M3 (1) (3) M3
Class LT3-M4 qd) QB) M4
Class LT3-MS5 (1) @) M5
Class LT3-M6 (1) () M6
Class LT3-M7 (1) (3) M7
Class LT3-M8 (1) (3) M8
Class LT3-M9 (a) (3) M9
Class LT3-B1 (1) (3) Bl
Class LT3-B2 (1) (3) B2
‘Class LT3-Q qa) 4) N/A

http://www.sec.gov/Archives/edgar/data/1365185/0001 1623 1806000905/exhibit4 1.htm 10/21/2009Exhibit 4.1 Page 14 of 231

Class LT3-10 (2) (2) N/A
Class LT3-R (5) (5) R

(1) For any Distribution Date (and the related Accrual Period) the interest rate for each of these Lower Tier Interests in
REMIC 3 is a per annum rate equal to the weighted average of the interest rates on the Lower Tier Interests in
REMIC 2 for such Distribution Date, provided, however, that for any Distribution Date on which the Class LT3-I0
Interest is entitled to a portion of the interest accruals on a Lower Tier Interest in REMIC 2 having an “F” in its class
designation, as described in footnote two below, such weighted average shall be computed by first subjecting the
rate on such Lower Tier Interest in REMIC 2 to a cap equal to Swap LIBOR for such Distribution Date.

(2) The Class LT3-IO is an interest only class that does not have a principal balance. For only those Distribution Dates
listed in the first column in the table below, the Class LT3-IO shall be entitled to interest accrued on the Lower Tier
Interest in REMIC 2 listed in the second column in the table below at a per annum rate equal to the excess, if any, of
(i) the interest rate for such Lower Tier Interest in REMIC 2 for such Distribution Date over (ii) Swap LIBOR for
such Distribution Date,

Distribution Dates REMIC 2 Class Designation
2 Class LT2-F1
2-3 Class LT2-F2
2-4 Class LT2-F3
2-5 Class LT2-F4
2-6 Class LT2-F5
2-7 Class LT2-F6
2-8 Class LT2-F7
29 Class LT2-F8
2-10 Class LT2-F9
2-11 Class LT2-F10
2-12 Class LT2-Fti
2-13 Class LT2-F12
2-14 Class LT2-F13
2-15 Class LT2-F14
2-16 Class LT2-F15
2-17 Class LT2-F16
2-18 Class LT2-F17
2-19 Class LT2-F18
2-20 Class LT2-F19
2-21 Class LT2-F20
2-22 Class LT2-F21
2-23 Class LT2-F22
2-24 Class LT2-F23
2-25 Class LT2-F24
2-26 Class LT2-F25
2-27 Class LT2-F26
2-28 Class LT2-F27
2-29 Class LT2-F28
2-30 Class LT2-F29
2-31 Class LT2-F30
2-32 Ciass LT2-F31
2-33 Class LT2-F32
2-34 Class LT2-F33
2-35 Class LT2-F34
2-36 Class LT2-F35
2-37 Class LT2-F36
2-38 Class LT2-F37

http://www.sec.gov/Archives/edgar/data/1365185/0001 1623 1806000905/exhibit41.htm 10/21/2009Exhibit 4.1

2-39
2-40
2-41
2-42
2-43
2-44
2-45
2-46
2-47
2-48
2-49
2-50
2-51
2-52
2-53
2-54
2-55
2-56
2-57
2-58
2-59
2-60

Class LT2-F38
Class LT2-F39
Class LT2-F40
Class LT2-F41
Class LT2-F42
Class LT2-F43
Class LT2-F44
Class LT2-F45
Class LT2-F46
Class LT2-F47
Class LT2-F48
Class LT2-F49
Class LT2-F50
Class LT2-F51
Class LT2-F52
Class LT2-F53
Class LT2-F54
Class LT2-F55
Class LT2-F56
Class LT2-F57
Class LT2-F58
Class LT2-F59

Page 15 of 231

(3) This interest shall have an initial class principal amount equal to one-half of the initial Class Principal Amount of its

Corresponding Class of Certificates.

(4) This interest shall have an initial class principal amount equal to the excess of (i) the Aggregate Pool Balance as of
the Cut-off Date, over (ii) the aggregate initial class principal amount of each other regular interest in REMIC 3.

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

principal balance.

On each Distribution Date, interest shall be distributed on the Lower Tier Interests in REMIC 3
based on the above-described interest rates, provided, however, that interest that accrues on the Class
LT3-Q Interest shall be deferred in an amount equal to one-half of the increase, if any, in the
Overcollateralization Amount for such Distribution Date. Any interest so deferred shall itself bear
interest at the interest rate for the Class LT3-Q Interest. An amount equal to the interest so deferred
shall be distributed as additional principal on the other Lower Tier Interests in REMIC 3 having a
principal balance in the manner described under priority (a) below.

On each Distribution Date principal shall be distributed, and Realized Losses shall be allocated,

among the Lower Tier Interests in REMIC 3 in the following order of priority:

(a) First, to the Class LT3-A1, Class LT3-A2, Class LT3-A3, Class LT3-A4, Class LT3-
AS, Class LT3-A6, Class LT3-A7, Class LT3-M1, Class LT3-M2, Class LT3-M3, Class LT3-
M4, Class LT3-M5, Class LT3-M6, Class LT3-M7, Class LT3-M8, Class LT3-M9, Class LT3-
B1 and Class LT3-B2 Interests until the principal balance of each such Lower Tier Interest
equals one-half of the Class Principal Amount of the Corresponding Class of Certificates

immediately after such Distribution Date; and

(b) Second, to the Class LT3-Q Interest, any remaining amounts.

On each Distribution Date, the Trustee shall be deemed to have distributed the Prepayment Premiums

http://www.sec.gov/Archives/edgar/data/1365185/0001 1623 1806000905/exhibit41 .htm

10/21/2009Exhibit 4.1 Page 16 of 231

passed through with respect to the Class LT2-F59 Lower Tier Interest in REMIC 2 on such Distribution
Date to the Class LT3-Q Interest

The Certificates:

The following table sets forth (or describes) the Class designation, Certificate Interest Rate,
initial Class Principal Amount and minimum denomination for each Class of Certificates comprising
interests in the Trust Fund created hereunder.

 

Class Certificate Initial Minimum
Designation Interest Rate Class Principal Amount Denomination
Class Al qd) $274,177,000 $ 25,000
Class A2 (2) $125,000,000 $ 25,000
Class A3 (3) $ 30,000,000 $ 25,000
Class A4 (4) $ 90,210,000 $ 25,000
Class AS (5) $ 42,333,000 $ 25,000
Class A6 (6) $148,747,000 $ 25,000
Class A7 (7?) $274,177,000 $ 25,000
Class M1 (8) $ 50,431,000 $100,000
Class M2 (9) $ 40,591,000 $100,000
Class M3 (10) $ 22,756,000 $100,000
Class M4 (il) $ 18,451,000 $100,000
Class M5 (12) $ 19,066,000 $100,000
Class M6 (13) $ 17,221,000 $100,000
Class M7 (14) $ 14,760,000 $100,000
Class M8 (15) $ 12,300,000 $100,000
Class M9 (16) $ 11,070,000 $100,000
Class B1 (17) $ 9,225,000 $100,000
Class B2 (18) $ 12,300,000 $100,000
Class X (19) (19) 10%
Class R (20) (20) 100%
Class P (21) $100 (22) 10%
Class LT-R (23) (23) 100%

(1) The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class Al
Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.130% and (ii) with respect to any Distribution
Date on which the Class Principal Amounts of the Group 2 Senior Certificates are outstanding, the Pool | Net Funds
Cap for such Distribution Date or, after the Distribution Date on which the Class Principal Amounts of the Group 2
Senior Certificates have been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that
if the Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional
Termination Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class Al Certificates will be LIBOR plus 0.260%. For purposes of the REMIC
Provisions, each reference to ‘ta Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a
reference to the REMIC 3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for
the Class Al Certificates exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated
as having been paid from the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any
Distribution Date on which the Certificate Interest Rate on the Class Al Certificates is based on a Net Funds Cap, the

http://www.sec.gov/Archives/edgar/data/1365 1 85/0001 1623 1806000905/exhibit4 1.htm 10/21/2009Exhibit 4.1 Page 17 of 231

2)

G)

(4)

(3)

amount of interest that would have accrued on the Class A! Certificates if the REMIC 3 Net Funds Cap were
substituted for the Net Funds Cap shall be treated as having been paid by the Class Al Certificatcholders to the
Supplemental Interest Trust, all pursuant to and as further provided in Section 10.01(n) hereof.

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A2
Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.030% and (ii) with respect to any Distribution
Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the a Net Funds Cap for
such Distribution Date or, after the Distribution Date on which the Class Principal Amount of the Group 1 Senior
Certificates has been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the
Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above
with respect to the Class A2 Certificates will be LIBOR plus 0.060%. For purposes of the REMIC Provisions, cach
reference to “a Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC
3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A2 Certificates
exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the
Certificate Interest Rate on the Class A2 Certificates is based on a Net Funds Cap, the amount of interest that would
have accrued on the Class A2 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall
be treated as having been paid by the Class A2 Certificatcholders to the Supplemental Interest Trust, all pursuant to and
as further provided in Section 10.01(n) hereof,

The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A3
Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.090% and (ii) with respect to any Distribution
Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the Pool 2 Net Funds Cap
for such Distribution Date or, after the Distribution Date on which the Class Principal Amount of the Group | Senior
Certificates has been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the
Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above
with respect to the Class A3 Certificates will be LIBOR plus 0.180%. For purposes of the REMIC Provisions, each
reference to “a Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMIC
3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A3 Certificates
exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the
Certificate Interest Rate on the Class A3 Certificates is based on a Net Funds Cap, the amount of interest that would
have accrued on the Class A3 Certificates if the REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shal!
be treated as having been paid by the Class A3 Certificateholders to the Supplemental Interest Trust, all pursuant to and
as further provided in Section 10.01{n) hereof.

‘The Certificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A4
Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.150% and (ii) with respect to any Distribution
Date on which the Class Principal Amount of the Group 1 Senior Certificates is outstanding, the Pool 2 Net Funds Cap
for such Distribution Date or, after the Distribution Date on which the Class Principal Amount of the Group 1 Senior
Certificates has been reduced to zero, the Subordinate Net Funds Cap for such Distribution Date; provided, that if the
Mortgage Loans and related property are not purchased pursuant to Section 7.01(b) on the Initial Optional Termination
Date, then with respect to each subsequent Distribution Date the per annum rate calculated pursuant to clause (i) above
with respect to the Class A4 Certificates will be LIBOR plus 0.300%. For purposes of the REMIC Provisions, each
reference to “a Net Funds Cap” in clause (ii) of the preceding sentence shall be deemed to be a reference to the REMJC
3 Net Funds Cap; therefore, on any Distribution Date on which the Certificate Interest Rate for the Class A4 Certificates
exceeds the REMIC 3 Net Funds Cap, interest accruals based on such excess shall be treated as having been paid from
the Basis Risk Reserve Fund or the Supplemental Interest Trust, as applicable; on any Distribution Date on which the
Certificate Interest Rate on the Class A4 Certificates is based on a Net Funds Cap, the amount of interest that would
have accrued on the Class A4 Certificates if ihe REMIC 3 Net Funds Cap were substituted for the Net Funds Cap shall
be treated as having been paid by the Class A4 Certificateholders to the Supplemental Interest Trust, all pursuant to and
as further provided in Section 10.01(n) hereof.

The Centificate Interest Rate with respect to any Distribution Date (and the related Accrual Period) for the Class A5
Certificates is the per annum rate equal to the lesser of (i) LIBOR plus 0.310% and (ii) with respect to any Distribution.
Date on which the Class Principal Amount of th