POOLING AND SERVICE AGREEMENT

Pooling and Servicing Agreement

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MERRILL LYNCH MORTGAGE INVESTORS, INC. | WILSHIRE CREDIT CORPORATION, | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: POOLING AND SERVICE AGREEMENT
Governing Law: Delaware Date: 10/14/2005

POOLING AND SERVICE AGREEMENT, Parties: merrill lynch mortgage investors inc. , wilshire credit corporation , deutsche bank national trust company

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Exhibit 4.1

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Depositor

WILSHIRE CREDIT CORPORATION,

Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY

Trustee

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POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

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MERRILL LYNCH MORTGAGE INVESTORS TRUST,

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-AR1

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS.................................................... 1

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES.. 43

SECTION 2.01. Conveyance of Mortgage Loans........................... 43

SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans........ 45

SECTION 2.03. Representations, Warranties and Covenants of the

Depositor.............................................. 46

SECTION 2.04. Representations and Warranties of the Servicer......... 50

SECTION 2.05. Substitutions and Repurchases of Mortgage Loans which

are not "Qualified Mortgages".......................... 51

SECTION 2.06. Authentication and Delivery of Certificates............ 52

SECTION 2.07. REMIC Elections........................................ 52

SECTION 2.08. [RESERVED]............................................. 55

SECTION 2.09. Covenants of the Servicer.............................. 55

SECTION 2.10. [RESERVED]............................................. 55

SECTION 2.11. Permitted Activities of the Trust...................... 55

SECTION 2.12. Qualifying Special Purpose Entity...................... 55

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS............... 55

SECTION 3.01. Servicer to Service Mortgage Loans..................... 55

SECTION 3.02. Servicing and Subservicing; Enforcement of the

Obligations of Servicer................................ 57

SECTION 3.03. Rights of the Depositor and the Trustee in Respect of

the Servicer........................................... 57

SECTION 3.04. Trustee to Act as Servicer............................. 58

SECTION 3.05. Collection of Mortgage Loan Payments; Collection

Account; Certificate Account........................... 58

SECTION 3.06. Collection of Taxes, Assessments and Similar Items;

Escrow Accounts........................................ 61

SECTION 3.07. Access to Certain Documentation and Information

Regarding the Mortgage Loans........................... 62

SECTION 3.08. Permitted Withdrawals from the Collection Account and

Certificate Account.................................... 62

SECTION 3.09. [RESERVED]............................................. 64

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SECTION 3.10. Maintenance of Hazard Insurance........................ 64

SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption

Agreements............................................. 65

SECTION 3.12. Realization Upon Defaulted Mortgage Loans;

Determination of Excess Proceeds; Special Loss

Mitigation............................................. 66

SECTION 3.13. Trustee to Cooperate; Release of Mortgage Files........ 69

SECTION 3.14. Documents, Records and Funds in Possession of Servicer

to be Held for the Trustee............................. 70

SECTION 3.15. Servicing Compensation................................. 70

SECTION 3.16. Access to Certain Documentation........................ 71

SECTION 3.17. Annual Statement as to Compliance...................... 71

SECTION 3.18. Annual Independent Public Accountants' Servicing

Statement; Financial Statements........................ 71

SECTION 3.19. [RESERVED]............................................. 71

SECTION 3.20. Periodic Filings....................................... 71

SECTION 3.21. Annual Certificate by Trustee.......................... 73

SECTION 3.22. Annual Certificate by Servicer......................... 73

SECTION 3.23. Prepayment Charge Reporting Requirements............... 73

SECTION 3.24. Information to the Trustee............................. 74

SECTION 3.25. Indemnification........................................ 74

SECTION 3.26. Nonsolicitation........................................ 75

SECTION 3.27. High Cost Mortgage Loans............................... 75

SECTION 3.28. MI Policies, Claims Under the MI Policies.............. 75

ARTICLE IV DISTRIBUTIONS................................................. 75

SECTION 4.01. Advances............................................... 75

SECTION 4.02. Reduction of Servicing Compensation in Connection with

Prepayment Interest Shortfalls......................... 76

SECTION 4.03. Distributions on the REMIC Interests................... 77

SECTION 4.04. Distributions.......................................... 77

SECTION 4.05. Monthly Statements to Certificateholders............... 82

ARTICLE V THE CERTIFICATES............................................... 85

SECTION 5.01. The Certificates....................................... 85

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SECTION 5.02. Certificate Register; Registration of Transfer and

Exchange of Certificates............................... 86

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...... 90

SECTION 5.04. Persons Deemed Owners.................................. 90

SECTION 5.05. Access to List of Certificateholders' Names and

Addresses.............................................. 90

SECTION 5.06. Book-Entry Certificates................................ 91

SECTION 5.07. Notices to Depository.................................. 91

SECTION 5.08. Definitive Certificates................................ 92

SECTION 5.09. Maintenance of Office or Agency........................ 92

ARTICLE VI THE DEPOSITOR AND THE SERVICER................................ 92

SECTION 6.01. Respective Liabilities of the Depositor and the

Servicer............................................... 92

SECTION 6.02. Merger or Consolidation of the Depositor and the

Servicer............................................... 92

SECTION 6.03. Limitation on Liability of the Depositor, the Servicer

and Others............................................. 93

SECTION 6.04. Limitation on Resignation of Servicer.................. 93

SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds......... 94

ARTICLE VII DEFAULT; TERMINATION OF SERVICER............................. 94

SECTION 7.01. Events of Default...................................... 94

SECTION 7.02. Trustee to Act; Appointment of Successor............... 95

SECTION 7.03. Notification to Certificateholders..................... 97

ARTICLE VIII CONCERNING The Trustee...................................... 97

SECTION 8.01. Duties of the Trustee.................................. 97

SECTION 8.02. Certain Matters Affecting the Trustee.................. 98

SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.. 99

SECTION 8.04. Trustee May Own Certificates........................... 100

SECTION 8.05. Trustee's Fees and Expenses............................ 100

SECTION 8.06. Indemnification and Expenses of Trustee................ 100

SECTION 8.07. Eligibility Requirements for Trustee................... 101

SECTION 8.08. Resignation and Removal of Trustee..................... 101

SECTION 8.09. Successor Trustee...................................... 102

SECTION 8.10. Merger or Consolidation of Trustee..................... 102

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SECTION 8.11. Appointment of Co-Trustee or Separate Trustee.......... 102

SECTION 8.12. Tax Matters............................................ 103

ARTICLE IX TERMINATION................................................... 105

SECTION 9.01. Termination upon Liquidation or Repurchase of all

Mortgage Loans......................................... 105

SECTION 9.02. Final Distribution on the Certificates................. 106

SECTION 9.03. Additional Termination Requirements.................... 107

ARTICLE X MISCELLANEOUS PROVISIONS....................................... 109

SECTION 10.01. Amendment.............................................. 109

SECTION 10.02. Counterparts........................................... 110

SECTION 10.03. Governing Law.......................................... 110

SECTION 10.04. Intention of Parties................................... 110

SECTION 10.05. Notices................................................ 111

SECTION 10.06. Severability of Provisions............................. 112

SECTION 10.07. Assignment............................................. 112

SECTION 10.08. Limitation on Rights of Certificateholders............. 113

SECTION 10.09. Inspection and Audit Rights............................ 114

SECTION 10.10. Certificates Nonassessable and Fully Paid.............. 114

SECTION 10.11. Third Party Rights..................................... 114

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EXHIBIT A FORMS OF CERTIFICATES

EXHIBIT B-1 MORTGAGE LOAN SCHEDULE -MORTGAGE POOL

EXHIBIT B-2 MORTGAGE LOAN SCHEDULE - GROUP ONE MORTGAGE LOANS

EXHIBIT B-3 MORTGAGE LOAN SCHEDULE - GROUP TWO MORTGAGE LOANS

EXHIBIT B-4 MORTGAGE LOAN SCHEDULE - GROUP THREE MORTGAGE LOANS

EXHIBIT C [RESERVED]

EXHIBIT D FORM OF CUSTODIAN CERTIFICATION

EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT

EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT

EXHIBIT F FORM OF TRANSFEROR CERTIFICATE

EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)

EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL BUYER)

EXHIBIT I FORM OF REQUEST FOR RELEASE

EXHIBIT J [RESERVED]

EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE

EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER

EXHIBIT M-1 [RESERVED]

EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE

EXHIBIT N FORM OF AUCTION PROCEDURES

EXHIBIT O FORM OF CAP CONTRACT

EXHIBIT P ONE-MONTH LIBOR CAP TABLE - CAP CONTRACT

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POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of

September 1, 2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware

corporation, as depositor (the "Depositor"), WILSHIRE CREDIT CORPORATION, a

Nevada corporation, as servicer (the "Servicer") and DEUTSCHE BANK NATIONAL

TRUST COMPANY, a national banking association, as trustee (the "Trustee").

The Depositor is the owner of the Trust Fund that is hereby conveyed

to the Trustee in return for the Certificates. The Trust Fund for federal income

tax purposes will consist of (i) two real estate mortgage investment conduits,

(ii) the right to receive payments distributable to the Class P Certificates

pursuant to Section 4.04(b)(i) hereof, (iii) the Cap Contract and the Cap

Contract Account and (iv) the grantor trusts described in Section 2.07 hereof.

The Lower Tier REMIC will consist of all of the assets constituting the Trust

Fund (other than the assets described in clauses (ii), (iii) and (iv) above and

the Lower Tier REMIC Regular Interests) and will be evidenced by the Lower Tier

REMIC Regular Interests (which will be uncertificated and will represent the

"regular interests" in the Lower Tier REMIC) and the Class LTR Interest as the

single "residual interest" in the Lower Tier REMIC. The Trustee will hold the

Lower Tier REMIC Regular Interests. The Upper Tier REMIC will consist of the

Lower Tier REMIC Regular Interests and will be evidenced by the REMIC Regular

Interests (which will represent the "regular interests" in the Upper Tier REMIC)

and the Residual Interest as the single "residual interest" in the Upper Tier

REMIC. The Class R Certificate will represent beneficial ownership of the Class

LTR Interest and the Residual Interest. The "latest possible maturity date" for

federal income tax purposes of all interests created hereby will be the Latest

Possible Maturity Date.

All covenants and agreements made by the Transferor in the Transfer

Agreement, by the Seller in the Sale Agreement and by the Depositor and the

Trustee 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.

In consideration of the mutual agreements herein contained, the

Depositor, the Servicer and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

Whenever used in this Agreement, the following words and phrases,

unless the context otherwise requires, shall have the following meanings:

Accepted Servicing Practices: The Servicer's normal servicing practices,

which will conform to the mortgage servicing practices of prudent mortgage

lending institutions which service for their own account mortgage loans of the

same type as the Mortgage Loans in the jurisdictions in which the related

Mortgaged Properties are located.

Accrual Period: With respect to each Class of Certificates and the Lower

Tier REMIC Interests and any Distribution Date, the period commencing on the

immediately preceding Distribution Date (or, in the case of the first

Distribution Date, the Closing Date) and ending on the day immediately preceding

such Distribution Date. All calculations of interest on each Class of

Certificates and the Lower Tier REMIC Interests will be made on the basis of the

actual number of days elapsed in the related Accrual Period and a 360 day year.

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Adjustable Rate Mortgage Loan: A Mortgage Loan identified in the Mortgage

Loan Schedule as having a Mortgage Rate that is adjustable.

Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date on

which the related Mortgage Rate is subject to adjustment, as provided in the

related Mortgage Note.

Advance: The aggregate of the advances required to be made by the Servicer

with respect to any Distribution Date pursuant to Section 4.01, the amount of

any such advances being equal to the sum of the aggregate of payments of

principal and interest (net of the Servicing Fee Rate) on the Mortgage Loans

that were due during the applicable Due Period and not received as of the close

of business on the related Determination Date, less the aggregate amount of any

such Delinquent payments that the Servicer has determined would constitute a

Non-Recoverable Advance were an advance to be made with respect thereto;

provided, however, that with respect to any Mortgage Loan that is 150 days

delinquent or more (whether or not the Mortgage Loan has been converted to an

REO Property), there will be no obligation to make advances and, provided

further, however, that with respect to any Mortgage Loan that has been converted

to an REO Property which is less than 150 days delinquent, the obligation to

make Advances shall be limited to payments of interest.

Advance Facility: A financing or other facility as described in Section

10.07.

Advancing Person: The Person to whom the Servicer's rights under this

Agreement to be reimbursed for any Advances or Servicing Advances have been

assigned pursuant to Section 10.07.

Affiliate: With respect to any specified Person, any other Person

controlling, controlled by or under common control with such Person. For the

purposes of this definition, "control" means the power to direct the management

and policies of a Person, directly or indirectly, whether through ownership of

voting securities, by contract or otherwise; and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

Aggregate Certificate Principal Balance: For any date of determination, the

sum of the Class A-1A Certificate Principal Balance, the Class A-1B Certificate

Principal Balance, the Class A-2 Certificate Principal Balance, the Class A-3A1

Certificate Principal Balance, the Class A-3A2 Certificate Principal Balance,

the Class A-3A3 Certificate Principal Balance, the Class A-3A4 Certificate

Principal Balance, the Class A-3B Certificate Principal Balance, the Class R

Certificate Principal Balance, the Class M-1 Certificate Principal Balance, the

Class M-2 Certificate Principal Balance, the Class B-1 Certificate Principal

Balance, the Class B-2 Certificate Principal Balance, the Class B-3 Certificate

Principal Balance and the Class B-4 Certificate Principal Balance, in each case

as of such date of determination.

Agreement: This Pooling and Servicing Agreement and any and all amendments

or supplements hereto made in accordance with the terms herein.

Ameriquest: Ameriquest Mortgage Company.

Applied Realized Loss Amount: With respect to any Distribution Date, the

amount, if any, by which, the sum of (i) the Aggregate Certificate Principal

Balance and (ii) the Class C Certificate Principal Balance after distributions

of principal on such Distribution Date exceeds the aggregate Stated Principal

Balance of the Mortgage Loans as of such Distribution Date.

Appraised Value: With respect to a Mortgage Loan the proceeds of which were

used to purchase the related Mortgaged Property, the "Appraised Value" of a

Mortgaged Property is the lesser of (1) the appraised value based on an

appraisal made for the Seller by an independent fee appraiser at the time of the

origination of the related Mortgage Loan, and (2) the sales price of such

Mortgaged Property at such

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time of origination. With respect to a Mortgage Loan the proceeds of which were

used to refinance an existing mortgage loan, the "Appraised Value" is the

appraised value of the Mortgaged Property based upon the appraisal obtained at

the time of refinancing.

Assignment of Mortgage: An assignment of the Mortgage, notice of transfer

or equivalent instrument, in recordable form, sufficient under the laws of the

jurisdiction where the related Mortgaged Property is located to reflect of

record the sale and assignment of the Mortgage Loan to the Trustee, which

assignment, notice of transfer or equivalent instrument may, if permitted by

law, be in the form of one or more blanket assignments covering Mortgages

secured by Mortgaged Properties located in the same county.

Auction: The one-time auction conducted by the Trustee, as described in

Section 9.01(b) hereof.

Auction Agent: Any nationally recognized dealer in mortgage securities,

which may include an affiliate of the Seller, chosen by the Trustee and the

Seller in consultation.

Auction Date: The date on which the Auction occurs.

Available Funds Cap: With respect to any Distribution Date, the per annum

rate equal to 12 times the quotient of (x) the total scheduled interest on the

Mortgage Loans based on the Net Mortgage Rates in effect on the related Due

Date, divided by (y) the aggregate principal balance of the Class A, Class M and

Class B Certificates immediately prior to such Distribution Date multiplied by

30 and divided by the actual number of days in the related Accrual Period.

Balloon Loan: A Mortgage Loan having an original term to stated maturity of

approximately 15 years and that provides for level monthly payments of principal

and interest generally based on a 30-year amortization schedule, with a balloon

payment of the remaining outstanding principal balance due on such Mortgage Loan

at its stated maturity.

Book-Entry Certificates: Any of the Certificates that shall be registered

in the name of the Depository or its nominee, the ownership of which is

reflected on the books of the Depository or on the books of a Person maintaining

an account with the Depository (directly, as a "Depository Participant", or

indirectly, as an indirect participant in accordance with the rules of the

Depository and as described in Section 5.06). As of the Closing Date, each of

the Class A, Class M and Class B Certificates constitutes a Class of Book-Entry

Certificates.

Bring Down Letter: That certain letter agreement, dated as of September 29,

2005 between Ameriquest and the Seller.

Business Day: Any day other than (1) a Saturday or a Sunday, or (2) a day

on which banking institutions in the State of California, State of Maryland,

State of Oregon and in the City of New York, New York are authorized or

obligated by law or executive order to be closed.

Cap Contract: An amended confirmation and agreement between the Trustee, on

behalf of the Trust, and the Cap Contract Counterparty.

Cap Contract Account: The separate Eligible Account created and maintained

by the Trustee pursuant to Section 4.04(k) in the name of the Trustee for the

benefit of the Trust Fund and designated "Deutsche Bank National Trust Company,

as Trustee, in trust for registered holders of Merrill Lynch Mortgage Investors

Trust, Mortgage Loan Asset-Backed Certificates, Series 2005-AR1." Funds in the

Cap Contract Account shall be held in trust for the Trust Fund for the uses and

purposes set forth in this Agreement.

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Cap Contract Counterparty: The Royal Bank of Scotland plc.

Cap Contract Notional Balance: As of any Distribution Date, the lesser of

(x) the Notional Balance of the Cap Contract for such Distribution Date set

forth in the table in Exhibit P and (y) the outstanding Certificate Principal

Balance of the Class A, Class M and Class B Certificates.

Cap Contract Termination Date: The Distribution Date in May 2009.

Certificate: Any one of the certificates of any Class executed by the

Trustee and authenticated by the Trustee in substantially the forms attached

hereto as Exhibit A.

Certificate Account: The separate Eligible Account created and maintained

by the Trustee pursuant to Section 3.05(e) in the name of the Trustee for the

benefit of the Certificateholders and designated "Deutsche Bank National Trust

Company, as Trustee, in trust for registered holders of Merrill Lynch Mortgage

Investors Trust, Mortgage Loan Asset-Backed Certificates, Series 2005-AR1."

Funds in the Certificate Account shall be held in trust for the

Certificateholders for the uses and purposes set forth in this Agreement.

Certificate Group: Any of Certificate Group One, Certificate Group Two or

Certificate Group Three.

Certificate Group One: The Class A-1A, Class A-1B and Class R Certificates.

For purposes of Section 2.07 hereof, Certificate Group One shall be related to

Group One.

Certificate Group Two: The Class A-2 Certificates. For purposes of Section

2.07 hereof, Certificate Group Two shall be related to Group Two.

Certificate Group Three: The Class A-3 Certificates. For purposes of

Section 2.07 hereof, Certificate Group Three shall be related to Group Three.

Certificate Owner: With respect to a Book-Entry Certificate, the Person

that is the beneficial owner of such Book-Entry Certificate.

Certificate Principal Balance: As to any Certificate and as of any

Distribution Date, the Initial Certificate Principal Balance of such Certificate

less the sum of (1) all amounts distributed with respect to such Certificate in

reduction of the Certificate Principal Balance thereof on previous Distribution

Dates pursuant to Section 4.04, and (2) any Applied Realized Loss Amounts

allocated to such Certificate on previous Distribution Dates pursuant to Section

4.04(i). On each Distribution Date, after all distributions of principal on such

Distribution Date, a portion of the Class C Interest Carry Forward Amount in an

amount equal to the excess of the Overcollateralization Amount on such

Distribution Date over the Overcollateralization Amount as of the preceding

Distribution Date (or, in the case of the first Distribution Date, the initial

Overcollateralization Amount (based on the Stated Principal Balance of the

Mortgage Loans as of the Cut-Off Date)) will be added to the aggregate

Certificate Principal Balance of the Class C Certificates (on a pro rata basis).

Notwithstanding the foregoing on any Distribution Date relating to a Due Period

in which a Subsequent Recovery has been received by the Servicer, the

Certificate Principal Balance of any Class of Certificates then outstanding for

which any Applied Realized Loss Amount has been allocated will be increased, in

order of seniority, by an amount equal to the lesser of (i) the Unpaid Realized

Loss Amount for such Class of Certificates and (ii) the total of any Subsequent

Recovery distributed on such date to the Certificateholders (reduced by the

amount of the increase in the Certificate Principal Balance of any more senior

Class of Certificates pursuant to this sentence on such Distribution Date).

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Certificate Register: The register maintained pursuant to Section 5.02

hereof.

Certificateholder or Holder: The Person in whose name a Certificate is

registered in the Certificate Register (initially, Cede & Co., as nominee for

the Depository) in the case of any Class of Regular Certificates or the Class R

Certificate, except that solely for the purpose of giving any consent pursuant

to this Agreement, any Certificate registered in the name of the Depositor or

any Affiliate of the Depositor shall be deemed not to be Outstanding and the

Percentage Interest evidenced thereby shall not be taken into account in

determining whether the requisite amount of Percentage Interests necessary to

effect such consent has been obtained; provided, however, that if any such

Person (including the Depositor) owns 100% of the Percentage Interests evidenced

by a Class of Certificates, such Certificates shall be deemed to be Outstanding

for purposes of any provision hereof that requires the consent of the Holders of

Certificates of a particular Class as a condition to the taking of any action

hereunder. The Trustee is entitled to rely conclusively on a certification of

the Depositor or any Affiliate of the Depositor in determining which

Certificates are registered in the name of an Affiliate of the Depositor.

Class: All Certificates bearing the same Class designation as set forth in

Section 5.01 hereof.

Class A Certificate Principal Balance: For any date of determination, the

sum of the Class A-1A Certificate Principal Balance, the Class A-1B Certificate

Principal Balance, the Class R Certificate Principal Balance, the Class A-2

Certificate Principal Balance, the Class A-3A1 Certificate Principal Balance,

the Class A-3A2 Certificate Principal Balance, the Class A-3A3 Certificate

Principal Balance, the Class A-3A4 Certificate Principal Balance and the Class

A-3B Certificate Principal Balance.

Class A Certificates: Any of the Class A-1A Certificates, the Class A-1B

Certificates, the Class A-2 Certificates, the Class A-3A1 Certificates, the

Class A-3A2 Certificates, the Class A-3A3 Certificates, the Class A-3A4

Certificates, the Class A-3B Certificates and the Class R Certificates.

Class A Principal Distribution Amount: With respect to any Distribution

Date (1) prior to the Stepdown Date or any Distribution Date on which a Stepdown

Trigger Event exists, 100% of the Principal Distribution Amount for such

Distribution Date and (2) on or after the Stepdown Date where a Stepdown Trigger

Event does not exist, the excess of (A) the Class A Certificate Principal

Balance immediately prior to such Distribution Date over (B) the lesser of (i)

56.40% of the Stated Principal Balance of the Mortgage Loans as of the end of

the immediately preceding Due Period and (ii) the excess of the Stated Principal

Balance of the Mortgage Loans as of the end of the immediately preceding Due

Period over the Minimum Required Overcollateralization Amount provided, however,

that in no event will the Class A Principal Distribution Amount with respect to

any Distribution Date exceed the aggregate Certificate Principal Balance of the

Class A Certificates.

Class A Trigger Event: The situation that exists with respect to any

Distribution Date (a) during the period from the Closing Date through the

Distribution Date in September 2008, if the aggregate amount of Realized Losses

incurred from the Cut-off Date through the last day of the related Due Period

(after giving effect to scheduled payments received or advanced on or before the

related Determination Date and Principal Prepayments received during the related

Prepayment Period) divided by the sum of the aggregate Stated Principal Balance

of the Mortgage Loans as of the Cut-off Date exceeds 2.65%, or (b) on any

Distribution Date on or after October 2008, if a Stepdown Trigger Event is in

effect.

Class A-1A Certificate: Any Certificate designated as a "Class A-1A

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-1A Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-1A Certificates.

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Class A-1A Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-1A Pass-Through Rate on

the Class A-1A Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-1A Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-1A Certificates.

Class A-1A Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-1A Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-1A Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-1A Pass-Through Rate for the related Accrual Period.

Class A-1A Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.280% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.560% per

annum.

Class A-1A Pass-Through Rate: For the first Distribution Date, 4.120% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-1A Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class A-1B Certificate: Any Certificate designated as a "Class A-1B

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-1B Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-1B Certificates.

Class A-1B Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-1B Pass-Through Rate on

the Class A-1B Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-1B Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-1B Certificates.

Class A-1B Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-1B Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-1B Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-1B Pass-Through Rate for the related Accrual Period.

Class A-1B Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.330% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.660% per

annum.

Class A-1B Pass-Through Rate: For the first Distribution Date, 4.170% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-1B Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class A-2 Certificates: The Class A-2 Certificates.

Class A-2 Certificate: Any Certificate designated as a "Class A-2

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

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Class A-2 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-2 Certificates.

Class A-2 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-2 Pass-Through Rate on

the Class A-2 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-2 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-2 Certificates.

Class A-2 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-2 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-2 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-2A Pass-Through Rate for the related Accrual Period.

Class A-2 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.285% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.57% per

annum.

Class A-2 Pass-Through Rate: For the first Distribution Date, 4.125% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-2 Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class A-3 Certificates: The Class A-3A1, Class A-3A2, Class A-3A3, Class

A-3A4 and Class A-3B Certificates.

Class A-3A Certificates: The Class A-3A1, Class A-3A2, Class A-3A3 and

Class A-3A4 Certificates.

Class A-3A1 Certificates: The Class A-3A1 Certificates.

Class A-3A1 Certificate: Any Certificate designated as a "Class A-3A1

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-3A1 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-3A1 Certificates.

Class A-3A1 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-3A1 Pass-Through Rate

on the Class A-3A1 Certificate Principal Balance as of such Distribution Date

plus the portion of any previous distributions on such Class in respect of

Current Interest or a Class A-3A1 Interest Carry Forward Amount that is

recovered as a voidable preference by a trustee in bankruptcy, less any

Non-Supported Interest Shortfall allocated on such Distribution Date to the

Class A-3A1 Certificates.

Class A-3A1 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-3A1 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-3A1 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-3A1 Pass-Through Rate for the related Accrual Period.

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Class A-3A1 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.100% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.200% per

annum.

Class A-3A1 Pass-Through Rate: For the first Distribution Date, 3.940% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-3A1 Margin, (2) the Available Funds Cap and (3) the Maximum

Rate Cap for such Distribution Date.

Class A-3A2 Certificates: The Class A-3A2 Certificates.

Class A-3A2 Certificate: Any Certificate designated as a "Class A-3A2

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-3A2 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-3A2 Certificates.

Class A-3A2 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-3A2 Pass-Through Rate

on the Class A-3A2 Certificate Principal Balance as of such Distribution Date

plus the portion of any previous distributions on such Class in respect of

Current Interest or a Class A-3A2 Interest Carry Forward Amount that is

recovered as a voidable preference by a trustee in bankruptcy, less any

Non-Supported Interest Shortfall allocated on such Distribution Date to the

Class A-3A2 Certificates.

Class A-3A2 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-3A2 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-3A2 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-3A2 Pass-Through Rate for the related Accrual Period.

Class A-3A2 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.157% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.314% per

annum.

Class A-3A2 Pass-Through Rate: For the first Distribution Date, 3.997% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-3A2 Margin, (2) the Available Funds Cap and (3) the Maximum

Rate Cap for such Distribution Date.

Class A-3A3 Certificates: The Class A-3A3 Certificates.

Class A-3A3 Certificate: Any Certificate designated as a "Class A-3A3

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-3A3 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-3A3 Certificates.

Class A-3A3 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-3A3 Pass-Through Rate

on the Class A-3A3 Certificate Principal Balance as of such Distribution Date

plus the portion of any previous distributions on such Class in respect of

Current Interest or a Class A-3A3 Interest Carry Forward Amount that is

recovered as a voidable preference by a trustee in bankruptcy, less any

Non-Supported Interest Shortfall allocated on such Distribution Date to the

Class A-3A3 Certificates.

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Class A-3A3 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-3A3 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-3A3 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-3A3 Pass-Through Rate for the related Accrual Period.

Class A-3A3 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.280% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.560% per

annum.

Class A-3A3 Pass-Through Rate: For the first Distribution Date, 4.120% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-3A3 Margin, (2) the Available Funds Cap and (3) the Maximum

Rate Cap for such Distribution Date.

Class A-3A4 Certificates: The Class A-3A4 Certificates.

Class A-3A4 Certificate: Any Certificate designated as a "Class A-3A4

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-3A4 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-3A4 Certificates.

Class A-3A4 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-3A4 Pass-Through Rate

on the Class A-3A4 Certificate Principal Balance as of such Distribution Date

plus the portion of any previous distributions on such Class in respect of

Current Interest or a Class A-3A4 Interest Carry Forward Amount that is

recovered as a voidable preference by a trustee in bankruptcy, less any

Non-Supported Interest Shortfall allocated on such Distribution Date to the

Class A-3A4 Certificates.

Class A-3A4 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-3A4 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A-3A4 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-3A4 Pass-Through Rate for the related Accrual Period.

Class A-3A4 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.410% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.820% per

annum.

Class A-3A4 Pass-Through Rate: For the first Distribution Date, 4.250% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A-3A4 Margin, (2) the Available Funds Cap and (3) the Maximum

Rate Cap for such Distribution Date.

Class A-3B Certificates: The Class A-3B Certificates.

Class A-3B Certificate: Any Certificate designated as a "Class A- A-3B

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class A-3B Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-3B Certificates.

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Class A-3B Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A- A-3B Pass-Through Rate

on the Class A- A-3B Certificate Principal Balance as of such Distribution Date

plus the portion of any previous distributions on such Class in respect of

Current Interest or a Class A- A-3B Interest Carry Forward Amount that is

recovered as a voidable preference by a trustee in bankruptcy, less any

Non-Supported Interest Shortfall allocated on such Distribution Date to the

Class A- A-3B Certificates.

Class A-3B Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A- A-3B Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

A- A-3B Certificates with respect to interest on such prior Distribution Dates

and (2) interest on such excess (to the extent permitted by applicable law) at

the Class A- A-3B Pass-Through Rate for the related Accrual Period.

Class A-3B Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 0.330% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 0.660% per

annum.

Class A-3B Pass-Through Rate: For the first Distribution Date, 4.170% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class A- A-3B Margin, (2) the Available Funds Cap and (3) the Maximum

Rate Cap for such Distribution Date.

Class B Certificates: Any of the Class B-1, Class B-2, Class B-3 or Class

B-4 Certificates.

Class B-1 Applied Realized Loss Amount: As of any Distribution Date, the

sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans that

have been applied to the reduction of the Certificate Principal Balance of the

Class B-1 Certificates.

Class B-1 Certificate: Any Certificate designated as a "Class B-1

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class B-1 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class B-1 Certificates.

Class B-1 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class B-1 Pass-Through Rate on

the Class B-1 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class B-1 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class B-1 Certificates.

Class B-1 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class B-1 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

B-1 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class B-1 Pass-Through Rate for the related Accrual Period.

Class B-1 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 1.250% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 1.875% per

annum.

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Class B-1 Pass-Through Rate: For the first Distribution Date, 5.090% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class B-1 Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class B-1 Principal Distribution Amount: With respect to any Distribution

Date on or after the Stepdown Date, 100% of the Principal Distribution Amount

for such Distribution Date if the Class A Certificate Principal Balance, the

Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal

Balance, have been reduced to zero and a Stepdown Trigger Event exists, or as

long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of

(A) the Class A Certificate Principal Balance (after taking into account

distributions of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class M-1 Certificate Principal Balance (after taking into

account distributions of the Class M-1 Principal Distribution Amount on such

Distribution Date), (C) the Class M-2 Certificate Principal Balance (after

taking into account distributions of the Class M-2 Principal Distribution Amount

on such Distribution Date), (D) the Class B-1 Certificate Principal Balance

immediately prior to such Distribution Date over (2) the lesser of (A) 85.70% of

the Stated Principal Balance of the Mortgage Loans as of the end of the

immediately preceding Due Period and (B) the excess of the Stated Principal

Balance of the Mortgage Loans as of the end of the immediately preceding Due

Period over the Minimum Required Overcollateralization Amount. Notwithstanding

the foregoing, (E) on any Distribution Date prior to the Stepdown Date on which

the Certificate Principal Balance of each Class of Class A Certificates and

Class M Certificates has been reduced to zero, the Class B-1 Principal

Distribution Amount will equal the lesser of (x) the outstanding Certificate

Principal Balance of the Class B-1 Certificates and (y) 100% of the Principal

Distribution Amount remaining after any distributions on such Class A and Class

M Certificates and (II) in no event will the Class B-1 Principal Distribution

Amount with respect to any Distribution Date exceed the Class B-1 Certificate

Principal Balance.

Class B-1 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class B-1 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class B-1 Unpaid Realized Loss Amounts on

all previous Distribution Dates and (y) all increases in the Certificate

Principal Balance of such Class B-1 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

Class B-2 Applied Realized Loss Amount: As of any Distribution Date, the

sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans that

have been applied to the reduction of the Certificate Principal Balance of the

Class B-2 Certificates.

Class B-2 Certificate: Any Certificate designated as a "Class B-2

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class B-2 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class B-2 Certificates.

Class B-2 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class B-2 Pass-Through Rate on

the Class B-2 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class B-2 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class B-2 Certificates.

Class B-2 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class B-2 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

B-2 Certificates with respect to interest on such prior Distribution Dates and

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(2) interest on such excess (to the extent permitted by applicable law) at the

Class B-2 Pass-Through Rate for the related Accrual Period.

Class B-2 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 1.450% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 2.175% per

annum.

Class B-2 Pass-Through Rate: For the first Distribution Date, 5.290% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class B-2 Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class B-2 Principal Distribution Amount: With respect to any Distribution

Date on or after the Stepdown Date, 100% of the Principal Distribution Amount

for such Distribution Date if the Class A Certificate Principal Balance, the

Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal

Balance, and the Class B-1 Certificate Principal Balance have been reduced to

zero and a Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event

does not exist, the excess of (1) the sum of (A) the Class A Certificate

Principal Balance (after taking into account distributions of the Class A

Principal Distribution Amount on such Distribution Date), (B) the Class M-1

Certificate Principal Balance (after taking into account distributions of the

Class M-1 Principal Distribution Amount on such Distribution Date), (C) the

Class M-2 Certificate Principal Balance (after taking into account distributions

of the Class M-2 Principal Distribution Amount on such Distribution Date), (D)

the Class B-1 Certificate Principal Balance (after taking into account

distributions of the Class B-1 Principal Distribution Amount on such

Distribution Date) and (I) the Class B-2 Certificate Principal Balance

immediately prior to such Distribution Date over (2) the lesser of (A) 87.60% of

the Stated Principal Balance of the Mortgage Loans as of the end of the

immediately preceding Due Period and (B) the excess of the Stated Principal

Balance of the Mortgage Loans as of the end of the immediately preceding Due

Period over the Minimum Required Overcollateralization Amount. Notwithstanding

the foregoing, (E) on any Distribution Date prior to the Stepdown Date on which

the Certificate Principal Balance of each Class of Class A, Class M and Class

B-1 Certificates has been reduced to zero, the Class B-2 Principal Distribution

Amount will equal the lesser of (x) the outstanding Certificate Principal

Balance of the Class B-2 Certificates and (y) 100% of the Principal Distribution

Amount remaining after any distributions on such Class A, Class M and Class B-1

Certificates and (II) in no event will the Class B-2 Principal Distribution

Amount with respect to any Distribution Date exceed the Class B-2 Certificate

Principal Balance.

Class B-2 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class B-2 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class B-2 Unpaid Realized Loss Amounts on

all previous Distribution Dates and (y) all increases in the Certificate

Principal Balance of such Class B-2 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

Class B-3 Applied Realized Loss Amount: As of any Distribution Date, the

sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans that

have been applied to the reduction of the Certificate Principal Balance of the

Class B-3 Certificates.

Class B-3 Certificate: Any Certificate designated as a "Class B-3

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class B-3 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class B-3 Certificates.

Class B-3 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class B-3 Pass-Through Rate on

the Class B-3 Certificate Principal Balance as of

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such Distribution Date plus the portion of any previous distributions on such

Class in respect of Current Interest or a Class B-3 Interest Carry Forward

Amount that is recovered as a voidable preference by a trustee in bankruptcy,

less any Non-Supported Interest Shortfall allocated on such Distribution Date to

the Class B-3 Certificates.

Class B-3 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class B-3 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

B-3 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class B-3 Pass-Through Rate for the related Accrual Period.

Class B-3 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 1.800% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 2.700% per

annum.

Class B-3 Pass-Through Rate: For the first Distribution Date, 5.640% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class B-3 Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class B-3 Principal Distribution Amount: With respect to any Distribution

Date on or after the Stepdown Date, 100% of the Principal Distribution Amount

for such Distribution Date if the Class A Certificate Principal Balance, the

Class M-1 Certificate Principal Balance, the Class M-2 Certificate Principal

Balance, the Class B-1 Certificate Principal Balance and the Class B-2

Certificate Principal Balance have been reduced to zero and a Stepdown Trigger

Event exists, or as long as a Stepdown Trigger Event does not exist, the excess

of (1) the sum of (A) the Class A Certificate Principal Balance (after taking

into account distributions of the Class A Principal Distribution Amount on such

Distribution Date), (B) the Class M-1 Certificate Principal Balance (after

taking into account distributions of the Class M-1 Principal Distribution Amount

on such Distribution Date), (C) the Class M-2 Certificate Principal Balance

(after taking into account distributions of the Class M-2 Principal Distribution

Amount on such Distribution Date), (D) the Class B-1 Certificate Principal

Balance (after taking into account distributions of the Class B-1 Principal

Distribution Amount on such Distribution Date), (E) the Class B-2 Certificate

Principal Balance (after taking into account distributions of the Class B-2

Principal Distribution Amount on such Distribution Date) and (F) the Class B-3

Certificate Principal Balance (after taking into account distributions of the

Class B-3 Principal Distribution Amount on such Distribution Date) over (2) the

lesser of (A) 89.60% of the Stated Principal Balance of the Mortgage Loans as of

the end of the immediately preceding Due Period and (B) the excess of the Stated

Principal Balance of the Mortgage Loans as of the end of the immediately

preceding Due Period over the Minimum Required Overcollateralization Amount.

Notwithstanding the foregoing, (I) on any Distribution Date prior to the

Stepdown Date on which the Certificate Principal Balance of each Class of Class

A, Class M, Class B-1 and Class B-2 Certificates has been reduced to zero, the

Class B-3 Principal Distribution Amount will equal the lesser of (x) the

outstanding Certificate Principal Balance of the Class B-3 Certificates and (y)

100% of the Principal Distribution Amount remaining after any distributions on

such Class A, Class M, Class B-1 and Class B-2 Certificates and (II) in no event

will the Class B-3 Principal Distribution Amount with respect to any

Distribution Date exceed the Class B-3 Certificate Principal Balance.

Class B-3 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class B-3 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class B-3 Unpaid Realized Loss Amounts on

all previous Distribution Dates and (y) all increases in the Certificate

Principal Balance of such Class B-3 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

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Class B-4 Applied Realized Loss Amount: As of any Distribution Date, the

sum of all Applied Realized Loss Amounts with respect to the Mortgage Loans that

have been applied to the reduction of the Certificate Principal Balance of the

Class B-4 Certificates.

Class B-4 Certificate: Any Certificate designated as a "Class B-4

Certificate" on the face thereof, in the form of Exhibit A hereto, representing

the right to distributions as set forth herein.

Class B-4 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class B-4 Certificates.

Class B-4 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class B-4 Pass-Through Rate on

the Class B-4 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class B-4 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class B-4 Certificates.

Class B-4 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class B-4 Current Interest with respect to

prior Distribution Dates over (B) the amount actually distributed to the Class

B-4 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class B-4 Pass-Through Rate for the related Accrual Period.

Class B-4 Margin: As of any Distribution Date up to and including the

Initial Optional Termination Date for the Certificates, 3.500% per annum and, as

of any Distribution Date after the Initial Optional Termination Date, 5.250% per

annum.

Class B-4 Pass-Through Rate: For the first Distribution Date, 7.340% per

annum. As of any Distribution Date thereafter, the least of (1) One-Month LIBOR

plus the Class B-4 Margin, (2) the Available Funds Cap and (3) the Maximum Rate

Cap for such Distribution Date.

Class B-4 Principal Distribution Amount: With respect to any Distribution