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8/7/2019 Pooling & Servicing Agreement.05 - EX-4
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SEC Info Home Search My Interests Help Sign In Please Sign In
Argent Securities Inc/Asset-Backed Pass-Through Certificates/Series 2005-W2 8-K/A
For 9/26/05 EX-4.1
Filed On 10/25/05 12:34pm ET SEC File 333-112237-06 Accession Number 882377-5-3086
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10/25/05 Argent Securities Inc/As..2005-W28-K/A{2,9} 9/26/05 2:236 8823
Amendment to Current Report Form 8-K
Filing Table of Contents
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2: EX-4.1 Pooling and Servicing Agreement HTML 1,273K
EX-4.1 Pooling and Servicing Agreement
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EX-4.1 1st Page of 217 TOC Top Previous Next Bottom Just 1st
Sponsored Ads...
ARGENT SECURITIES INC.
Depositor
AMERIQUEST MORTGAGE COMPANY
Master Servicer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY
Trustee
POOLING AND SERVICING AGREEMENT
Dated as ofSeptember 1, 2005
ASSET-BACKED PASS-THROUGH CERTIFICATES
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SERIES 2005-W2
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TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
SECTION 1.02. Allocation of Certain Interest Shortfalls .
SECTION 1.03. Rights of the NIM S Insu rer.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
SECTION 2.02. Acceptance of REMIC I by the Trustee .
SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor; Payment of
Prepayment Charge Payment Amounts.
SECTION 2.04. [Reserved].
SECTION 2.05. Representations, Warranties and Covenants of the Master Servicer.
SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class R-I Interest.
SECTION 2.07. Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II, REMIC III, REMIC
IV, REMIC V, REMICVI, REMIC VII, REMIC VIII and REMIC IX by the Trustee.
SECTION 2.08. Issuance of Class R Certificates and Class R-X Certificates.
SECTION 2.09 Conveyance of the Subsequent Mortgage Loans.
ARTICLE III
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Master Servicer.
SECTION 3.02. Collection of Certain Mortgage Loan Payments.
SECTION 3.03. [Reserved].
SECTION 3.04. Collection Account, Escrow Account and Distribution Account.
SECTION 3.05. Permitted Withdrawals From the Collection Account, Escrow Account and Distribution
Account.
SECTION 3.06. Investment of Funds in the Collection Account, the Escrow Account, the REO Account
and the Distribution Account.
SECTION 3.07. Payment of Taxes, Insurance and Other Charges.
SECTION 3.08. Maintenance of Hazard Insurance.
SECTION 3.09. Maintenance of Mortgage Blanket Insurance.
SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance.
SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements.
SECTION 3.12. Realization Upon Defaulted Mortgage Loans.
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SECTION 3.13. Title, Management and Disposition of REO Property.
SECTION 3.14. [Reserved].
SECTION 3.15. Reports of Foreclosure and Abandonment of Mortgaged Properties.
SECTION 3.16. Optional Purchase of Defaulted Mortgage Loans.
SECTION 3.17. Trustee to Cooperate; Release of Mortgage Files.
SECTION 3.18. Serv icing Compensat ion.
SECTION 3.19. Statemen t as to Compliance.
SECTION 3.20. Independent Public Accountants Servicing Report.
SECTION 3.21. Access to Certain Documenta tion.
SECTION 3.22. [Reserved].SECTION 3.23. Advance Facility.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Dis tributions .
SECTION 4.02. Statements to Cert ificateholders .
SECTION 4.03. Remittance Reports and Other Reports to the Trustee; Advances; Payments in Respect of
Prepayment Interest Shortfalls.
SECTION 4.04. Allocat ion of Realized Losses .
SECTION 4.05. Compliance with Withholding Requirements.
SECTION 4.06. Commis sion Reporting .
SECTION 4.07. Pre-Fun ding Acco unts .
SECTION 4.08. In teres t Coverage Accoun ts .
SECTION 4.09. [Reserved].SECTION 4.10. Swap Account
SECTION 4.11. Net WAC Rate Carryover Reserve Account.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates .
SECTION 5.02. Registration of Transfer and Exchange of Certificates.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
SECTION 5.04. Pers ons Deemed Owners .
SECTION 5.05. Certain Available Information.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
SECTION 6.01. Liability of the Depositor and the Master Servicer.
SECTION 6.02. Merger or Consolidation of the Depositor or the Master Servicer.
SECTION 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.
SECTION 6.04. Limitation on Resignation of the Master Servicer.
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Exhibits
Exhibit A-1
Form of Class A -1 Certificate
Exhibit A-2A Form of Class A-2A Certificate
Exh ibit A-2B1 Fo rm of Clas s A -2B1 Certificate
Exh ibit A-2B2 Fo rm of Clas s A -2B2 Certificate
Exhibit A-2C Form of Class A-2C Certificate
Exhibit A-M-1 Form of Clas s M-1 Certificate
Exhibit A-M-2 Form of Clas s M-2 Certificate
Exhibit A-M-3 Form of Clas s M-3 Certificate
Exhibit A-M-4 Form of Clas s M-4 Certificate
Exhibit A-M-5 Form of Clas s M-5 Certificate
Exhibit A-M-6 Form of Clas s M-6 Certificate
Exhibit A-M-7 Form of Clas s M-7 Certificate
Exhibit A-M-8 Form of Clas s M-8 Certificate
Exhibit A-M-9 Form of Clas s M-9 Certificate
Exh ib it A-M-10 Form o f Clas s M -10 Cert ificate
Exh ib it A-M-11 Form o f Clas s M -11 Cert ificate
Exh ib it A-M-12 Form o f Clas s M -12 Cert ificate
Exh ib it A-M-13 Form o f Clas s M -13 Cert ificate
Exhibit A-CE Form of Class CE Certificate
Exhibit A-P Form of Class P Certificate
Exhibit A-R Form of Class R Certificate
Exhibit A-R-X Form of Class R-X Certificate
Exhibit B Form of Lost Note Affidavit
Exhibit C-1 Form of Trus tees Initial Certification
Exhibit C-2 Form of Trus tees Final Certification
Exhibit C-3 Form of Trus tees Receipt of Mortgage Note
Exhibit D Form of Mortgage Loan Purchase Agreement
Exhibit E Request for Release
Exhibit F-1 Form of Transferor Representat ion Letter and Form of Transferee Representat ion
Letter in Connection with Transfer of Class CE and Class P Certificates Pursuant
to Rule 144A Under the 1933 Act
Exhibit F-2 Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
Connection with Transfer of Residual Certificates
Exh ibit G Fo rm of Certification with res pect to ERISA and th e Code
Exhibit H-1
Exhibit H-2
Form of Interest Rate Swap Agreement
Form of Class A-2B1 Swap Agreement
Exhibit I Loss Mitigation Action Plan
Exhibit J-1 Form of Cert ificat ion to Be Provided by the Depos itor with Form 10-K
Exhib it J-2 Form o f Cert ificat ion to Be Provided to Depos itor by the TrusteeExhibit K Form of Addition Notice
Exhibit L Form of Subsequent Transfer Instrument
Exh ibit M Annual Statement of Comp liance purs uant to Section 3.19
Schedule 1 Mortgage Loan Schedule
Schedule 2 Prepayment Charge Schedule
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REMIC II
As provided herein, the Trustee shall elect to treat the segregated poo l of assets consisting of
the REMIC I Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets
shall be designated as REMIC II. The Class R-II Interest s hall evidence the sole class o fresidual interests
in REMIC II for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation,
the REMIC II Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC II Regular
Interests (as defined herein). None of the REMIC II Regular Interests shall be certificated..
Designation REMIC II
Remittance Rate Initial
Uncertificated Bal ance
Latest Possible
Maturity Date(1)
I Variable
(2) $ 5,466.19 September 25, 2035
I-1-A Variable
(2) $ 7,309,056.67 September 25, 2035
I-1-B Variable
(2) $ 7,309,056.67 September 25, 2035
I-2-A Variable
(2) $ 9,567,349.60 September 25, 2035
I-2-B Variable
(2) $ 9,567,349.60 September 25, 2035
I-3-A Variable
(2) $ 11,825,971.36 September 25, 2035
I-3-B Variable
(2) $ 11,825,971.36 September 25, 2035
I-4-A Variable
(2) $ 14,067,767.94 September 25, 2035
I-4-B Variable
(2) $ 14,067,767.94 September 25, 2035
I-5-A Variable(2) $ 16,275,104.40 September 25, 2035 I-5-B
Variable(2)
$ 16,275,104.40 September 25, 2035 I-6-A
Variable(2)
$ 18,429,863.34 September 25, 2035 I-6-B
Variable(2)
$ 18,429,863.34 September 25, 2035 I-7-A
Variable(2)
$ 20,513,624.64 September 25, 2035 I-7-B
Variable(2)
$ 20,513,624.64 September 25, 2035 I-8-A
Variable(2)
$ 22,505,514.33 September 25, 2035 I-8-B
Variable(2)
$ 22,505,514.33 September 25, 2035 I-9-A
Variable(2)
$ 24,383,248.65 September 25, 2035 I-9-B
Variable(2)
$ 24,383,248.65 September 25, 2035 I-10-A
Variable(2)
$ 25,721,431.04 September 25, 2035 I-10-B
Variable(2)
$ 25,721,431.04 September 25, 2035 I-11-A
Variable(2)
$ 26,828,248.81 September 25, 2035 I-11-B
Variable(2)
$ 26,828,248.81 September 25, 2035 I-12-A
Variable(2)
$ 26,123,933.84 September 25, 2035 I-12-B
Variable(2)
$ 26,123,933.84 September 25, 2035 I-13-A
Variable(2)
$ 25,055,716.41 September 25, 2035 I-13-B
Variable(2)
$ 25,055,716.41 September 25, 2035 I-14-A
Variable(2)
$ 24,031,653.16 September 25, 2035 I-14-B
Variable(2)
$ 24,031,653.16 September 25, 2035 I-15-A
Variable(2)
$ 23,049,904.08 September 25, 2035 I-15-B
Variable(2)
$ 23,049,904.08 September 25, 2035 I-16-A
Variable(2)
$ 22,108,705.98 September 25, 2035
I-16-B Variable(2) $ 22,108,705.98 September 25, 2035 I-17-A
Variable(2)
$ 21,206,370.96 September 25, 2035 I-17-B
Variable(2)
$ 21,206,370.96 September 25, 2035 I-18-A
Variable(2)
$ 20,341,279.51 September 25, 2035 I-18-B
Variable(2)
$ 20,341,279.51 September 25, 2035 I-19-A
Variable(2)
$ 19,548,517.12 September 25, 2035 I-19-B
Variable(2)
$ 19,548,517.12 September 25, 2035
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Variable(2)
$ 4,611,174.86 September 25, 2035
I-46-B Variable
(2) $ 4,611,174.86 September 25, 2035
I-47-A Variable
(2) $ 4,412,094.61 September 25, 2035
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I-47-B Variable
(2) $ 4,412,094.61 September 25, 2035
I-48-A Variable
(2) $ 4,221,912.49 September 25, 2035
I-48-B Variable
(2) $ 4,221,912.49 September 25, 2035
I-49-A Variable
(2) $ 4,040,284.31 September 25, 2035
I-49-B Variable
(2) $ 4,040,284.31 September 25, 2035
I-50-A Variable
(2) $ 3,866,780.63 September 25, 2035
I-50-B Variable
(2) $
3,866,780.63 September 25, 2035 I-51-A
Variable(2)
$ 3,701,028.05 September 25, 2035 I-51-B
Variable(2)
$ 3,701,028.05 September 25, 2035 I-52-A
Variable(2)
$ 86,992,352.30 September 25, 2035 I-52-B
Variable(2)
$ 86,992,352.30 September 25, 2035 II
Variable(2)
$ 3,490.15 September 25, 2035 II-1-A
Variable(2)
$ 4,582,968.33 September 25, 2035 II-1-B
Variable(2)
$ 4,582,968.33 September 25, 2035 II-2-A
Variable(2)
$ 5,998,976.65 September 25, 2035 II-2-B
Variable(2)
$ 5,998,976.65 September 25, 2035 II-3-A
Variable(2)
$ 7,415,191.14 September 25, 2035 II-3-B
Variable(2)
$ 7,415,191.14 September 25, 2035
II-4-A Variable(2) $ 8,820,855.81 September 25, 2035 II-4-B
Variable(2)
$ 8,820,855.81 September 25, 2035 II-5-A
Variable(2)
$ 10,204,913.10 September 25, 2035 II-5-B
Variable(2)
$ 10,204,913.10 September 25, 2035 II-6-A
Variable(2)
$ 11,556,002.91 September 25, 2035 II-6-B
Variable(2)
$ 11,556,002.91 September 25, 2035 II-7-A
Variable(2)
$ 12,862,575.36 September 25, 2035 II-7-B
Variable(2)
$ 12,862,575.36 September 25, 2035 II-8-A
Variable(2)
$ 14,111,541.92 September 25, 2035 II-8-B
Variable(2)
$ 14,111,541.92 September 25, 2035 II-9-A
Variable(2)
$ 15,288,930.10 September 25, 2035 II-9-B
Variable
(2) $
15,288,930.10 September 25, 2035 II-10-A
Variable(2)
$ 16,128,005.21 September 25, 2035 II-10-B
Variable(2)
$ 16,128,005.21 September 25, 2035 II-11-A
Variable(2)
$ 16,822,008.69 September 25, 2035 II-11-B
Variable(2)
$ 16,822,008.69 September 25, 2035 II-12-A
Variable(2)
$ 16,380,384.91 September 25, 2035 II-12-B
Variable(2)
$ 16,380,384.91 September 25, 2035 II-13-A
Variable(2)
$ 15,710,584.84 September 25, 2035 II-13-B
Variable(2)
$ 15,710,584.84 September 25, 2035 II-14-A
Variable(2)
$ 15,068,470.59 September 25, 2035 II-14-B
Variable(2)
$ 15,068,470.59 September 25, 2035 II-15-A
Variable(2)
$ 14,452,888.42 September 25, 2035
II-15-B Variable(2) $ 14,452,888.42 September 25, 2035 II-16-A
Variable(2)
$ 13,862,732.77 September 25, 2035 II-16-B
Variable(2)
$ 13,862,732.77 September 25, 2035 II-17-A
Variable(2)
$ 13,296,945.29 September 25, 2035 II-17-B
Variable(2)
$ 13,296,945.29 September 25, 2035 II-18-A
Variable(2)
$ 12,754,510.49 September 25, 2035 II-18-B
Variable(2)
$ 12,754,510.49 September 25, 2035 II-19-A
Variable(2)
$ 12,257,427.88 September 25, 2035 II-19-B
Variable(2)
$ 12,257,427.88 September 25, 2035 II-20-A
Variable(2)
$ 11,777,587.25 September 25, 2035 II-20-B
Variable(2)
$ 11,777,587.25 September 25, 2035 II-21-A
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Variable(2)
$ 11,312,268.76 September 25, 2035
II-21-B Variable
(2) $ 11,312,268.76 September 25, 2035
II-22-A Variable
(2) $ 11,042,081.05 September 25, 2035
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II-22-B Variable
(2) $ 11,042,081.05 September 25, 2035
II-23-A Variable
(2) $ 26,968,586.08 September 25, 2035
II-23-B Variable
(2) $ 26,968,586.08 September 25, 2035
II-24-A Variable
(2) $ 27,041,152.01 September 25, 2035
II-24-B Variable
(2) $ 27,041,152.01 September 25, 2035
II-25-A Variable
(2) $ 23,272,878.57 September 25, 2035
II-25-B Variable
(2) $
23,272,878.57 September 25, 2035 II-26-A
Variable(2)
$ 19,961,922.62 September 25, 2035 II-26-B
Variable(2)
$ 19,961,922.62 September 25, 2035 II-27-A
Variable(2)
$ 9,055,182.31 September 25, 2035 II-27-B
Variable(2)
$ 9,055,182.31 September 25, 2035 II-28-A
Variable(2)
$ 6,491,826.32 September 25, 2035 II-28-B
Variable(2)
$ 6,491,826.32 September 25, 2035 II-29-A
Variable(2)
$ 6,202,921.10 September 25, 2035 II-29-B
Variable(2)
$ 6,202,921.10 September 25, 2035 II-30-A
Variable(2)
$ 5,925,214.12 September 25, 2035 II-30-B
Variable(2)
$ 5,925,214.12 September 25, 2035 II-31-A
Variable(2)
$ 5,662,407.91 September 25, 2035
II-31-B Variable(2) $ 5,662,407.91 September 25, 2035 II-32-A
Variable(2)
$ 5,411,635.73 September 25, 2035 II-32-B
Variable(2)
$ 5,411,635.73 September 25, 2035 II-33-A
Variable(2)
$ 5,172,332.99 September 25, 2035 II-33-B
Variable(2)
$ 5,172,332.99 September 25, 2035 II-34-A
Variable(2)
$ 4,943,987.13 September 25, 2035 II-34-B
Variable(2)
$ 4,943,987.13 September 25, 2035 II-35-A
Variable(2)
$ 4,725,991.18 September 25, 2035 II-35-B
Variable(2)
$ 4,725,991.18 September 25, 2035 II-36-A
Variable(2)
$ 4,514,747.11 September 25, 2035 II-36-B
Variable(2)
$ 4,514,747.11 September 25, 2035 II-37-A
Variable
(2) $
4,316,832.43 September 25, 2035 II-37-B
Variable(2)
$ 4,316,832.43 September 25, 2035 II-38-A
Variable(2)
$ 4,127,594.62 September 25, 2035 II-38-B
Variable(2)
$ 4,127,594.62 September 25, 2035 II-39-A
Variable(2)
$ 3,946,944.56 September 25, 2035 II-39-B
Variable(2)
$ 3,946,944.56 September 25, 2035 II-40-A
Variable(2)
$ 3,774,480.97 September 25, 2035 II-40-B
Variable(2)
$ 3,774,480.97 September 25, 2035 II-41-A
Variable(2)
$ 3,609,827.13 September 25, 2035 II-41-B
Variable(2)
$ 3,609,827.13 September 25, 2035 II-42-A
Variable(2)
$ 3,452,262.40 September 25, 2035 II-42-B
Variable(2)
$ 3,452,262.40 September 25, 2035
II-43-A Variable(2) $ 3,302,186.59 September 25, 2035 II-43-B
Variable(2)
$ 3,302,186.59 September 25, 2035 II-44-A
Variable(2)
$ 3,158,879.05 September 25, 2035 II-44-B
Variable(2)
$ 3,158,879.05 September 25, 2035 II-45-A
Variable(2)
$ 3,022,025.20 September 25, 2035 II-45-B
Variable(2)
$ 3,022,025.20 September 25, 2035 II-46-A
Variable(2)
$ 2,891,326.39 September 25, 2035 II-46-B
Variable(2)
$ 2,891,326.39 September 25, 2035 II-47-A
Variable(2)
$ 2,766,497.89 September 25, 2035 II-47-B
Variable(2)
$ 2,766,497.89 September 25, 2035 II-48-A
Variable(2)
$ 2,647,248.76 September 25, 2035 II-48-B
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REMIC IV
As provided herein, the Trustee shall elect to treat the segregated pool of assets consisting of the
REMIC III Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets
shall be designated as REMIC IV. The Class R-IV Interest shall evidence the s ole class ofresidual interests
in REMIC IV for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation,
the REMIC IV Remittance Rate, the initial Uncertificated Balance and, for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for each of the REMIC IV Regular
Interests (as defined herein). None of the REMIC IV Regular Interests shall be certificated.
Designation REMIC III Remittance Rate Initial Uncertificated
Balance
Latest Possible
Maturity Date(1)
A-1 Variable
(2) $ 1,351,319,000.00 September 25, 2035
A-2A Variable
(2) $ 368,598,000.00 September 25, 2035
A-2B1 Variable
(2) $ 280,000,000.00 September 25, 2035
A-2B2 Variable
(2) $ 122,926,000.00 September 25, 2035
A-2BC Variable
(2) $ 75,782,000.00 September 25, 2035
M-1 Variable
(2) $ 90,750,000.00 September 25, 2035
M-2 Variable
(2) $ 79,750,000.00 September 25, 2035
M-3 Variable
(2) $ 55,000,000.00 September 25, 2035
M-4 Variable
(2) $ 41,250,000.00 September 25, 2035
M-5 Variable(2) $ 41,250,000.00 September 25, 2035 M-6
Variable(2)
$ 37,000,000.00 September 25, 2035 M-7
Variable(2)
$ 38,625,000.00 September 25, 2035 M-8
Variable(2)
$ 27,500,000.00 September 25, 2035 M-9
Variable(2)
$ 16,500,000.00 September 25, 2035 M-10
Variable(2)
$ 27,500,000.00 September 25, 2035 M-11
Variable(2)
$ 13,750,000.00 September 25, 2035 M-12
Variable(2)
$ 30,250,000.00 September 25, 2035 M-13
Variable(2)
$ 13,750,000.00 September 25, 2035 CE
Variable(2)(3)
$ 38,508,956.34 September 25, 2035 P
Variable(2)(4)
$ 100.00 September 25, 2035 SWAP-IO
N/A(5)
N/A(5)
September 25, 2035 ________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each Class ofREMIC IV Regular Interests.
(2) Calculated in accordance with the definition ofREMIC IV Remittance Rate herein.
(3) REMIC IV Regular Interest CE shall accrue interest at its variable Pass-Through Rate on its Uncertificated Notional Amountoutstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC III Regular Interests, other thanREMIC III Regular Interest LTP. REMIC III Regular Interest CE shall not accrue interest on its Uncertificated Balance.
(4) REMIC IV Regular Interest P shall not accrue interest.
(5) The REMIC IV Regular Interest SWAP-IO will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitledto 100% of amounts distributed on REMIC III Regular Interest IO.
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REMIC V
As provided herein, the Trustee shall elect to treat the segregated poo l of assets consisting of
the REMIC IV Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets
shall be designated as REMIC V. The Class R-V Interest s hall evidence the s ole class ofresidual interests
in REMIC V for purposes of the REMIC Provisions. The following table irrevocably sets forth the designation,
the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the indicated classes of
Certificates and interests.
Each Certificate, other than the Class P Certificate, the Class CE Certificate and the Class R Certificates,represents ownership of a Regular Interest in REMIC V and also represents (i) the right to receive payments with
respect to the Net WAC Rate Carryover Amount (as defined herein) and (ii) the obligation to pay Class IO
Distribution Amounts (as defined herein). The entitlement to principal of the Regular Interest which corresponds
to each Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate.
Designation Pass-Through Rate
Initial Aggregate
Certificate Prin cipal
Balance
Latest Possible
Maturity Date(1)
Class A-1 Variable
(2) $
1,351,319,000 September 25, 2035
Class A-2A Variable
(2)
$ 368,598,000 September 25, 2035
Class A-2B1 Variable
(2)
$ 280,000,000 September 25, 2035
Class A-2B2 Variable
(2)
$ 122,926,000 September 25, 2035
Class A-2C Variable
(2)
$ 75,782,000 September 25, 2035
Class M-1 Variable
(2)
$ 90,750,000 September 25, 2035
Class M-2 Variable
(2)
$ 79,750,000 September 25, 2035
Class M-3 Variable
(2)
$ 55,000,000 September 25, 2035
Class M-4 Variable
(2)
$ 41,250,000 September 25, 2035
Class M-5 Variable
(2)
$ 41,250,000 September 25, 2035
Class M-6 Variable
(2)
$ 37,000,000 September 25, 2035
Class M-7 Variable
(2)
$ 38,625,000 September 25, 2035
Class M-8 Variable
(2)
$ 27,500,000 September 25, 2035
Class M-9 Variable
(2)
$ 16,500,000 September 25, 2035
Class M-10 Variable(2) $ 27,500,000 September 25, 2035
Class M-11 Variable
(2)
$ 13,750,000 September 25, 2035
Class M-12 Variable
(2)
$ 30,250,000 September 25, 2035
Class M-13 Variable
(2)
$ 15,125,000 September 25, 2035
Class CE Interes t Variable
(2)(3)
$ 38,508,956.34 September 25, 2035
Class P Interest Variable
(2)(4) 100.00 September 25, 2035
Class SWAP-IO
Interest N/A(5)
N/A(5)
September 25, 2035
Class A-2B1 Swap-IO
Interest N/A(6)
N/A(6)
September 25, 2035 ________________
(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date
for the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for each Class of
Certificates and interests.(2) Calculated in accordance with the definition ofPass-Through Rate herein.
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(3) The Class CE Interest shall accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class CE Interest
outstanding from time to time which shall equal the aggregate Uncertificated Balance of the REMIC III Regular Interests, other thanREMIC III Regular Interest III-LTP. The Class CE Interest shall not accrue interest on its Certificate Principal Balance. For federalincome tax purposes, the Class CE Interest will be entitled to 100% of amounts distributed in respect of REMIC III Regular Interest
CE.(4) The Class P Interest will be entitled to 100% of amounts distributed in respect of REMIC III Regular Interest P.
(5) The Class SWAP-IO Interest will not have a Pass-Through Rate or a Certificate Principal Balance, but will be entitled to 100% of
amounts distributed on REMIC III Regular Interest SWAP-IO.(6) The Class A-2B1 Swap-IO Interest will accrue interest at a Pass-Through Rate equal to 0.06% on a notional amount equal to the
Uncertificated Balance of REMIC IV Regular Interest A-2B1.
REMIC VI
As provided herein, the Trustee shall elect to treat the segregated poo l of assets consisting of
the Class CE Interest as a REMIC for federal income tax purposes , and such segregated pool of assets shall be
designated as REMIC VI. The Class R-VI Interest shall evidence the sole class of residual interests in
REMIC VI for purposes of the REMIC Provisions under federal income tax law. The following table irrevocably
sets forth the designation, the Pass-Through Rate, the initial aggregate Certificate Principal Balance and, for
purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the latest possible maturity date for the
indicated Class of Certificates.
Designation Pass-Through Rate Initial Aggregate
Certificate Principal Balance
Latest Possible
Maturity Date(1)
Class CE Certificates Variable
(2) $ 38,508,956.34 September 25, 2035
________________1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for
the Mortgage Loan with the latest maturity date has been designated as the latest possible maturity date for the Class CE Certificates.(2) The Class CE Certificates shall receive 100% of amounts received in respect of the Class CE Interest.
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ARTICLE I
DEFINITIONS
SECTION 1.01. Defined Terms.
Whenever used in this Agreement, including, without limitation, in the Preliminary Statement
hereto, the following words and phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations described herein shall be made on the basis
of a 360-day year consisting of twelve 30-day months and all calculations on each Regular Interest shall be made
on the basis o f a 360-day year and the actual number of days in the month.
Accrued Certificate Interest: With respect to any Class of Certificates (other than the Class
P Certificates and the Residual Certificates) and each Distribution Date, interest accrued during the related
Interest Accrual Period at the Pass-Through Rate for such Certificate for such Distribution Date on the
Certificate Principal Balance, in the case of the Adjustable-Rate Certificates and the Fixed-Rate Certificates, or on
the Notional Amount, in the case of the Class CE Certificates, of such Certificate immediately prior to such
Distribution Date. The Class P Certificates are not entitled to distributions in respect of interest and, accordingly,
shall not accrue interest. A ll distributions of interest on the Adjustable-Rate Certificates s hall be calculated on
the basis of a 360-day year and the actual number of days in the applicable Interest Accrual Period. All
distributions of interest on the Fixed-Rate Certificates and the Class CE Certificates shall be based on a 360-day
year consisting of twelve 30-day months . Accrued Certificate Interest with respect to each Distribution Date, as
to any Class A Certificate or Mezzanine Certificate, shall be reduced by an amount equal to the portion allocable
to s uch Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate Prepayment Interest Shortfall,
if any, for such Distribution Date to the extent not covered by payments purs uant to Section 4.03(e) or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate amount of any Relief Act Interest
Shortfall, if any, for such Distribution Date not allocated to the Class CE Certificates pursuant to Section 1.02.Accrued Certificate Interest with respect to each Distribution Date and any Class CE Certificate shall be reduced
by (a) Prepayment Interest Shortfalls, if any, allocated to such Class of Certificates pursuant to Section 1.02
hereof, (b) Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates pursuant to Section 1.02
hereof and (c) an amount equal to the portion of Realized Losses , if any, allocable to interest on the Class CE
Certificate pursuant to Section 4.04 hereof.
Addition Notice: With respect to the transfer of Subsequent Mortgage Loans to the Trust
Fund pursuan t to Section 2.09, a notice of the Depositors designation of the Subsequent Mortgage Loans to be
sold to the Trust Fund and the aggregate Principal Balance of such Subsequent Mortgage Loans as of the
related Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to
the related Subsequent Transfer Date and shall be substantially in the form of Exhibit L.
Adjustable-Rate Certificates: The Class A Certificates and the Mezzanine Certificates.
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Distribution Accoun t by the Mas ter Servicer in respect of Prepayment Interest Shortfalls for such Distribution
Date pursuant to Section 4.03(e), (d) the aggregate of any Advances made by the Master Servicer for such
Distribution Date pursuant to Section 4.03, (f) with respect to the Distribution Date immediately following the
end of the Funding Period, any amounts previously held in the Pre-Funding A ccounts after g iving effect to any
purchase of Subsequent Mortgage Loans and any amounts withdrawn by the Trustee from the Interest
Coverage Accounts for distribution on the Certificates on such Distribution Date, (g) the aggregate of any
Advances made by the succes sor Master Servicer or the Trustee for such Distribution Date pursuant to Section
7.02(b), reduced (to not less than zero) by (2) the sum of (x) the portion of the amount des cribed in clause (1)(a)
above that represents (i) Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to
the Determination Date but due during any Due Period subsequent to the related Due Period, (ii) Principal
Prepayments on the Mortgage Loans received after the related Prepayment Period (together with any interest
payments received with such Principal Prepayments to the extent they represent the payment of interest accruedon the Mortgage Loans during a period subsequent to the related Prepayment Period), (iii) Liquidation Proceeds,
Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans after the related
Prepayment Period, (iv) amounts reimbursable or payable to the Depositor, the Master Servicer, the Trustee, the
Seller or any Sub-Servicer pursuant to Section 3.05 or Section 3.06 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the Trustee Fee payable from the Distribution
Account pursuant to Section 8.05, (vii) amounts deposited in the Collection Account or the Distribution
Account in error and (viii) the amount of any Prepayment Charges collected by the Master Servicer and the
amount of any Master Servicer Prepayment Charge Payment Amounts, (y) amounts reimbursable to the Trustee
for an advance made pursuant to Section 7.02(b) which advance the Trustee has determined to be
nonrecoverable from the Stayed Funds in respect of which it was made and (z) the Class A-2B1 Swap Fee, any
Net Swap Payment or any Swap Termination Payments owed to the Interest Rate Swap Provider or the Class A-
2B1 Swap Provider (after taking into account any upfront p ayment received by the Interest Rate Swap Provider
or the Class A-2B1 Swap Provider, as the case may be, from the counterparty to a replacement similar agreement).
Bankruptcy Code: The Bankruptcy Reform Act o f 1978 (Title 11 of the United States Code),
as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Realized Loss resulting from a
Deficient Valuation or Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the Depository or its
nominee. Initially, the Book-Entry Certificates shall be the Class A Certificates and the Mezzanine Certificates.
Book-Entry Custodian: The custodian appo inted pursuant to Section 5.01.
Business Day: Any day other than a Saturday, a Sunday or a day on which banking or
savings and loan institutions in the State of California, 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.
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Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the
extent received o r advanced, and unscheduled collections of principal received during the related Prepayment
Period) minus $13,750,045.22.
Class M-4 Certificate: Any one of the Class M-4 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-
4 and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount
and (iii) the obligation to pay the Class IO Distribution A mount.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-4 Certificatesimmediately prior to such Distribution Date and (II) the excess of ( x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 79.30% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) minus
$13,750,045.22.
Class M-5 Certificate: Any one of the Class M-5 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-
5 and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount
and (iii) the obligation to pay the Class IO Distribution A mount.
Class M-5 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date and (II) the excess of ( x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
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annexed hereto as Exhibit A-M-7 and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-7 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-7 Certificates
immediately prior to such Distribution Date and (II) the excess of ( x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 PrincipalDistribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account
the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.80% and (ii)
the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) minus
$13,750,045.22.
Class M-8 Certificate: Any one of the Class M-8 Certificates executed by the Trustee, andauthenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-
8 and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount
and (iii) the obligation to pay the Class IO Distribution A mount.
Class M-8 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-8 Certificates
immediately prior to such Distribution Date and (II) the excess of ( x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment
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of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance
of the Class M-4 Certificates (after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after
taking into account the p ayment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class
M-7 Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such
Distribution Date) and (ix) the Certificate Principal Balance of th e Class M-8 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 89.80% and (ii) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B) the aggregate Stated PrincipalBalance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) minus $13,750,045.22.
Class M-9 Certificate: Any one of the Class M-9 Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-M-
9 and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover Amount
and (iii) the obligation to pay the Class IO Distribution A mount.
Class M-9 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-9 Certificates
immediately prior to such Distribution Date and (II) the excess of ( x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates (after taking into account the payment of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into accountthe payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account
the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribut ion Date over
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(y) the lesser of (A) the product of (i) 91.00% and (ii) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus $13,750,045.22.
Class M-10 Certificate: Any one of the Class M-10 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit
A-M-10 and evidencing (i) a Regular Interest in REMIC V, (ii) the right to receive the Net WAC Rate Carryover
Amount and (iii) the obligation to pay the Class IO Distribution A mount.
Class M-10 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-10
Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account
the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after
taking into account the payment o f the Class M-9 Principal Distribution Amount on such Distribution Date) and
(xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date
over (y) the lesser of (A) the product of (i) 93.00% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced, and unscheduled collections o f
principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period,
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form annexed hereto as Exhibit A-M-12 and ev idencing (i) a Regular Interest in REMIC V, (ii) the right to receive
the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution Amount.
Class M-12 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-12
Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 PrincipalDistribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account
the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi)
the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class M-10 Principal Distribution Amount on such Distribution Date), (xi)
the Certificate Principal Balance of the Class M-11 Certificates immediately prior to such Distribution Date (after
taking into account the p ayment o f the Class M-11 Principal Distribution A mount on such Distribution Date) and
(xii) the Certificate Principal Balance of the Class M-12 Certificates immediately prior to such Distribution Dateover (y) the lesser of (A) the product of (i) 96.20% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced, and unscheduled collections o f
principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced, and unscheduled collections o f
principal received during the related Prepayment Period) minus $13,750,045.22.
Class M-13 Certificate: Any one of the Class M-13 Certificates executed by the Trustee,
and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit
A-M-13 and evidencing (i) a Regular Interest in REMIC V, (ii)
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the right to receive the Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
Class M-13 Principal Distribution Amount: With respect to any Distribution Date, an
amount, not less than zero, equal to the lesser of (I) the Certificate Principal Balance of the Class M-13
Certificates immediately prior to such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into account the payment of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal Distribution Amount on such
Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account
the payment of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates (after taking into account the payment of the Class M-3 PrincipalDistribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account
the payment of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates (after taking into account the payment of the Class M-6 Principal
Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) and the Certificate Principal Balance of the Class M-8 Certificates (after taking into
account the payment of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi)
the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date (after
taking into account the payment of the Class M-10 Principal Distribution Amount on s uch Distribution Date),
(xii) the Certificate Principal Balance of the Class M-11 Certificates (after taking into account the payment of the
Class M-11 Principal Distribution Amount on such Distribution Date); (xiii) the Certificate Principal Balance of
the Class M-12 Certificates (after taking into account the payment of the Class M-12 Principal DistributionAmount on such Distribution Date) and (xiv) the Certificate Principal Balance of the Class M-13 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.20% and (ii) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the
aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related Prepayment Period) minus
$13,750,045.22.
Class P Certificate: Any one of the Class P Certificates executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-P,
representing the right to d istributions as s et forth herein and therein and evidencing a Regular Interest in REMIC
VII for purposes of the REMIC Provisions.
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Class P Interest: An uncertificated interest in the Trust Fund held by the Trustee on behalf
of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC V for purposes of the REMIC
Provisions.
Class R Certificate: Any one of the Class R Certificates executed, authenticated and
delivered by the Trustee, subs tantially in the form annexed hereto as Exhibit A-R and evidencing the ownership
of the Class R-I Interest, the Class R-II Interest, the Class R-III Interest, the Class R-IV Interest, the Class R-V
Interest, the Class R-VI Interest, the Class R-VII Interest, the Class R-VIII Interest and the Class R-IX Interest.
Class R-I Interest: The uncertificated Residual Interes t in REMIC I.
Class R-II Interest: The uncertificated Residual Interes t in REMIC II.
Class R-III Interest: The uncertificated Residual Interes t in REMIC III.
Class R-IV Interest: The uncertificated Residual Interest in REMIC IV.
Class R-V Interest: The uncertificated Residual Interest in REMIC V.
Class R-VI Interest: The uncertificated Residual Interest in REMIC VI.
Class R-VII Interest: The uncertificated Residual Interest in REMIC VII.
Class R-VIII Interest: The uncertificated Residual Interest in REMIC VIII.
Class R-IX Interest: The uncertificated Residual Interes t in REMIC IX.
Class R-XCertificate: Any one of the Class R-X Certificates executed by the Trustee and
authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-
R-X and evidencing the ownership of the Class R-VI Interest, the Class R-VII Interest, the Class R-VIII Interest
and the Class R-IX Interest.
Closing Date: September 27, 2005.
Combined Loan-to-Value Ratio: As of any date of determination, and with respect to
second lien Mortgage Loans, the fraction, expressed as a percentage, the numerator of which is (i) the sum of (a)
the outstanding principal balance of the related first-lien mortgage loan plus (b) the Stated Principal Balance of
the related secon d-lien mortgage loan and the denominator of which is (ii) the Value of the related Mortgaged
Property.
Code: The Internal Revenue Code of 1986, as amended.
Collection Account: The account or accounts created and maintained by the Master
Servicer pursuant to Section 3.04(a), which shall be entitled Ameriquest Mortgage Company, as Master
Servicer for Deutsche Bank National Trust Company, as Trustee, in trust for the registered holders of Argent
Securities Inc., Asset-Backed Pass-Through Certificates, Series 2005-W2.The Collection Account must be an
Eligible Account.
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Commission: The Securities and Exchange Commission.
Compensating Interest: As defined in Section 4.03(e) hereof.
Corporate Trust Office: The principal corporate trust o ffice of the Trustee at which at any
particular time its corporate trust business in connection with th is Agreement s hall be administered, which office
at the date of the execution of this instrument is located at 1761 East St. Andrew Place, Santa Ana, California
92705-4934, or at such other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor and the Master Servicer.
Corresponding Certificate: With respect to each REMIC III Regular Interest and REMIC IVRegular Interest, as follows:
REMIC III Regular Interest
REMIC IV
Regular
Interest Class
REMIC III Regular Interest LTA1 A-1 A-1
REMIC III Regular Interest LTA2A A-2A A-2A
REMIC III Regu lar Interes t LTA2B1 A -2B1 A-2B1
REMIC III Regu lar Interes t LTA2B2 A -2B2 A-2B2
REMIC III Regular Interest LTA2C A-2C A-2C
REMIC III Regular Interest LTM1 M-1 M-1
REMIC III Regular Interest LTM2 M-2 M-2
REMIC III Regular Interest LTM3 M-3 M-3
REMIC III Regular Interest LTM4 M-4 M-4
REMIC III Regular Interest LTM5 M-5 M-5
REMIC III Regular Interest LTM6 M-6 M-6
REMIC III Regular Interest LTM7 M-7 M-7
REMIC III Regular Interest LTM8 M-8 M-8
REMIC III Regular Interest LTM9 M-9 M-9
REMIC III Regular Interest LTM10 M-10 M-10
REMIC III Regular Interest LTM11 M-11 M-11
REMIC III Regular Interest LTM12 M-12 M-12
REMIC III Regular Interest LTM13 M-13 M-13
REMIC III Regular Interest LTP P P
Credit Enhancement Percentage: For any Distribution Date and the Class A Certificates
and any Class of Mezzanine Certificates, the percentage equivalent of a fraction, calculated after taking into
account distribution of the Group I Principal Distribution Amount and the Group II Principal Distribution
Amount to the Certificates then entitled to distributions of principal on s uch Distribution Date, the numerator of
which is the sum of the aggregate Certificate Principal Balance of the Classes of Certificates with a lower
distribution priority than such Class, and the denominator of which is the sum of (i) the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment Period) and (ii) the amounts on
depos it in the Pre-Funding Accounts , exclusive of investment earnings therein.
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Cumulative Loss Percentage: With respect to any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate amount of Realized Losses incurred from the
Cut-off Date to the last day of the preceding calendar month (reduced by the aggregate amount of Subsequent
Recoveries received from the Cut-off Date through the last day of the related Due Period) and the denominator of
which is the sum of (i) the aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off
Date and (ii) the Original Pre-Funded Amounts.
Custodian: A Custodian, which shall initially be Deutsche Bank National Trust Company.
Cut-off Date: With respect to any Initial Mortgage Loan, the close of business on
September 1, 2005. With respect to any Subsequent Mortgage Loan, the close of business on first day of themonth in which the related Subsequent Transfer Date occurs. With respect to all Qualified Substitute Mortgage
Loans, their respective dates of subs titution. References herein to the Cut-off Date, when used with respect to
more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled
Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the
Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.
Deficient Valuation: With respect to any Mortgage Loan, a valuation of the related
Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated
Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code.
Definitive Certificates: As defined in Section 5.01(b).
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced by a QualifiedSubstitute Mortgage Loan.
Delinquency Percentage: With res pect to any Distribution Date, the percentage equivalent
of a fraction, the numerator of which is the aggregate Stated Principal Balance of all Mortgage Loans as o f the
last day o f the previous calendar month that, as of such last day of the previous calendar month, are 60 or more
days delinquent (measured under the OTS delinquency calculation methodology and with respect to
modifications, measured as set forth below), are in foreclosure, have been converted to REO Properties or have
been discharged by reason of bankruptcy, and the denominator of which is the sum of (i) the aggregate Stated
Principal Balance of the Mortgage Loans and REO Properties as of the last day of the previous calendar month
and (ii) any amounts on deposit in the Pre-Funding Accounts as of such last calendar day; provided, however,
that any Mortgage Loan purchased by the Master Servicer or the NIMS Insurer pursuant to Section 3.16 shall
not be included in either the numerator or the denominator for purposes of calculating the Delinquency
Percentage.
Depositor: Argent Securities Inc., a Delaware corporation, or its succes sor in interest.
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Depository: The Depository Trust Company, or any success or Depository hereafter named.
The nominee of the initial Depository, for purposes of registering thos e Certificates that are to be Book-Entry
Certificates, is Cede & Co. The Depository shall at all times be a clearing corporation as defined in Section 8-
102(3) of the Uniform Commercial Code of the State of New York and a clearing agency registered pursuant to
the provisions of Section 17A of the Securities Exchange Act of 1934, as amended.
Depository Institution: Any depository inst itution or trust company, including the Trustee,
that (a) is incorporated under the laws of the United States of America or any State thereof, (b) is subject to
supervision and examination by federal or state banking authorities and (c) has outstanding unsecured
commercial paper or o ther sho rt-term uns ecured debt obligations that are rated P-1 by Moodys, F-1 by
Fitch and A-1 by S&P (or comparable ratings if Moodys, Fitch and S&P are not the Rating Agencies).
Depository Participant: A broker, dealer, bank or other financial institution or other Person
for whom from time to time a Depos itory effects book-entry transfers and pledges of securities depos ited with
the Depository.
Determination Date: With respect to each Distribution Date, the 10th day of the calendar
month in which such Distribution Date occurs or, if such 10th day is not a Business Day, the Business Day
immediately preceding such 10th day.
Directly Operate: With respect to any REO Property, the furnishing or rendering of services
to the tenants thereof, the management or operation of such REO Property, the ho lding of s uch REO Property
primarily for sale to customers, the performance of any construction work thereon or any use of such REO
Property in a trade or business conducted by REMIC I other than through an Independent Contractor; provided,
however, that the Trustee (or the Master Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Master Servicer on behalf of the Trustee)
establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insu rance, or makes
decisions as to repairs or capital expenditures with respect to s uch REO Property.
Disqualified Organization: Any of the following: (i) the United States, any State or political
subdivision thereof, any possession of the United States, or any agency or instrumentality of any of the
foregoing (other than an instrumentality which is a corporation if all of its activities are subject to tax and, except
for Freddie Mac, a majority of its board of directors is not selected by such governmental unit), (ii) any foreign
government, any international organization, or any agency or instrumentality of any of the foregoing, (iii) any
organization (other than certain farmers cooperatives described in Section 521 of the Code) which is exempt from
the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income), (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the
Code, (v) an electing large partnership and (vi) any other Person so designated by the Trustee based upon
an Opinion of Counsel that the ho lding o f an Ownership Interest in a Residual Certificate by such Person may
cause any Trust REMIC or any Person having an Ownership Interest in any Class of Certificates (other than
such Person) to incur a liability for any federal tax imposed under the Code that would not otherwise be imposed
but for the Transfer of an Ownership Interest in a Residual Certificate to such Person. The terms
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Expense Adjusted Net Maximum Mortgage Rate: With respect to any Mortgage Loan (or
the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable
Maximum Mortgage Rate (or the Mortgage Rate for s uch M ortgage Loan in the case of any Fixed-Rate Mortgage
Loan) as of the first day of the month preceding the month in which the Distribution Date occurs minus the sum
of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.
Expense Adjusted Net Mortgage Rate: With respect to any Mortgage Loan (or the related
REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Mortgage
Rate thereon as of the first day of the month preceding the month in which the Distribution Date occurs minus
the sum of (i) the Trustee Fee Rate and (ii) the Servicing Fee Rate.
Extraordinary Trust Fund Expense: Any amounts reimbursable to the Trustee, or any
director, officer, employee or agen t of the Trustee, from the Trust Fund pursuant to Section 8.05, any amounts
payable from the Distribution Account in respect of taxes pursuant to Section 10.01(g)(iii) and any amounts
payable by the Trustee for the recording of the As signments pursuant to Section 2.01.
Fannie Mae: Fannie Mae, formally known as the Federal National Mortgage Association, or
any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any s uccesso r thereto.
Final Recovery Determination: With respect to any defaulted Mortgage Loan or any REO
Property (other than a Mortgage Loan or REO Property purchased by the Seller, the Depositor or the Master
Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a determination made
by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
which the Master Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Master Servicer shall maintain records, prepared by a Servicing Officer, ofeach Final Recovery Determination made thereby.
Final Stated Maturity Date: The Distribution Date occurring in October 2035.
Fitch: Fitch Ratings, or its s uccess or in interest.
Fixed-Rate Certificates: None.
Fixed-Rate Mortgage Loan: Each of the Mortgage Loans identified on the Mortgage Loan
Schedule as having a fixed Mortgage Rate.
Fixed Swap Payment: With respect to any Distribution Date, a fixed amount equal to the
Fixed Rate Payer Payment Amount, as defined in the Interest Rate Swap Agreement.
Floating Swap Payment: With respect to any Swap Payment Date, a floating amount equal
to the product of (i) LIBOR (as determined pursuant to the Interest Rate Swap Agreement for such Swap
Payment Date), (ii) the related Calculation Amount (as defined in the
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Group II Mortgage Loan: A Mortgage Loan assigned to Loan Group II, all with a principal
balance at origination that may or may not conform to Fannie Mae or Freddie Mac loan limits.
Group II Net WAC Allocation Percentage: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which will be (x) the aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and any amount remaining on deposit in
the Group II Pre-Funding Account and the denominator of which will be (y) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received or advanced, and unscheduledcollections of principal received during the related Prepayment Period) and any amounts remaining on deposit in
the Pre-Funding Accoun ts.
Group II Pre-Funding Account: The account established and maintained pursuant to
Section 4.07.
Group II Principal Distribution Amount: With respect to any Distribution Date, the sum of
(i) the p rincipal portion of each Monthly Payment on the Group II Mortgage Loans due during the related Due
Period, to the extent received on or prior to the related Determination Date or advanced prior to such Distribution
Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan that was purchased during the related
Prepayment Period pursuant to or as contemplated by Section 2.03, Section 3.16(a) or Section 9.01 and the
amount of any shortfall deposited in the Collection Account in connection with the substitution of a Deleted
Mortgage Loan in Loan Group II pursuant to Section 2.03 during the related Prepayment Period; (iii) the principal
portion of all other unscheduled collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal Amortization) received during the
related Prepayment Period on the Group II Mortgage Loans, net of any portion thereof that represents a recoveryof principal for which an Advance was made by the Master Servicer pursuant to Section 4.03 in respect of a
preceding Distribution Date; (iv) with respect to the Distribution Date immediately following the end of the
Funding Period, any amounts remaining in the Group II Pre-Funding Account after giving effect to the purchas e
of any Subsequent Group II Mortgage Loans; and (v) the Group II Allocation Percentage of the amount of any
Overcollateralization Increase Amount for such Distribution Date. In no event shall the Group II Principal
Distribution Amount with respect to any Distribution Date be (x) less than zero or (y) greater than the then
outstanding aggregate Certificate Principal Balance of the Class A and Mezzanine Certificates.
Group II Principal Remittance Amount: With respect to any Distribution Date, the sum of
the amounts described in clauses (i) through (iii) of the definition of Group II Principal Distribution Amount.
Highest Priority: As of any date of determination, the Class of Mezzanine Certificates then
outstanding with a Certificate Principal Balance greater than zero, with the highest priority for payments
pursuant to Section 4.01, in the following order of decreasing
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priority: the Class M-1 Certificates, the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates, the Class M-8
Certificates, the Class M-9 Certificates, the Class M-10 Certificates, Class M-11 Certificates, Class M-12
Certificates and the Class M-13 Certificates.
HOEPA: The Home Ownership and Equity Protection Act of 1994.
Indenture: An indenture relating to the issuance of notes secured by all or a portion of the
Cl