POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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EMC MORTGAGE CORPORATION, | BEAR STEARNS ASSET BACKED SECURITIES I LLC, | LASALLE BANK NATIONAL ASSOCIATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 2/14/2005

BEAR STEARNS ASSET BACKED SECURITIES I LLC,

Depositor,

EMC MORTGAGE CORPORATION,

Seller and Master Servicer,

and

LASALLE BANK NATIONAL ASSOCIATION,

Trustee

--------------------

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2005

----------------------------------------

BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-HE1

ASSET-BACKED CERTIFICATES, SERIES 2005-HE1

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TABLE OF CONTENTS

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Page

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ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms .................................................................................. 5

Section 1.02 Allocation of Certain Interest Shortfalls ...................................................... 64

ARTICLE II

CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Trust Fund ....................................................................... 66

Section 2.02 Acceptance of the Mortgage Loans ............................................................... 68

Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Seller ................ 70

Section 2.04 Representations and Warranties of the Depositor ................................................ 75

Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases ................ 76

Section 2.06 Countersignature and Delivery of Certificates .................................................. 77

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

Section 3.01 The Master Servicer to act as Master Servicer................................................... 78

Section 3.02 Due-on-Sale Clauses; Assumption Agreements ..................................................... 79

Section 3.03 Subservicers ................................................................................... 80

Section 3.04 Documents, Records and Funds in Possession of the Master Servicer To Be Held for Trustee ....... 81

Section 3.05 Maintenance of Hazard Insurance ................................................................ 81

Section 3.06 Presentment of Claims and Collection of Proceeds ............................................... 82

Section 3.07 Maintenance of the Primary Mortgage Insurance Policies ......................................... 82

Section 3.08 Fidelity Bond, Errors and Omissions Insurance .................................................. 83

Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation Proceeds

and Realized Losses; Repurchases of Certain Mortgage Loans ..................................... 83

Section 3.10 Servicing Compensation ......................................................................... 86

Section 3.11 REO Property ................................................................................... 86

Section 3.12 Liquidation Reports. ........................................................................... 86

Section 3.13 Annual Certificate as to Compliance ............................................................ 87

Section 3.14 Annual Independent Certified Public Accountants' Servicing Report .............................. 87

Section 3.15 Books and Records .............................................................................. 87

Section 3.16 Reports Filed with Securities and Exchange Commission .......................................... 88

Section 3.17 UCC ............................................................................................ 90

Section 3.18 Optional Purchase of Certain Mortgage Loans .................................................... 90

Section 3.19 Obligations of the Master Servicer in Respect of Mortgage Rates and Scheduled Payments ......... 90

Section 3.20 Reserve Fund ................................................................................... 91

Section 3.21 Advancing Facility ............................................................................. 93

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ARTICLE IV

ACCOUNTS

Section 4.01 Collection of Mortgage Loan Payments; Protected Account. ....................................... 95

Section 4.02 Permitted Withdrawals From the Protected Account ............................................... 97

Section 4.03 Collection of Taxes; Assessments and Similar Items; Escrow Accounts ............................ 98

Section 4.04 Distribution Account ........................................................................... 99

Section 4.05 Permitted Withdrawals and Transfers from the Distribution Account .............................. 100

Section 4.06 Class P Certificate Account .................................................................... 100

ARTICLE V

DISTRIBUTIONS AND ADVANCES

Section 5.01 Advances ....................................................................................... 101

Section 5.02 Compensating Interest Payments ................................................................. 101

Section 5.03 REMIC Distributions ............................................................................ 102

Section 5.04 Distributions .................................................................................. 102

Section 5.05 Allocation of Realized Losses .................................................................. 107

Section 5.06 Monthly Statements to Certificateholders ....................................................... 110

Section 5.07 REMIC Designations and REMIC Distributions ..................................................... 113

ARTICLE VI

THE CERTIFICATES

Section 6.01 The Certificates ............................................................................... 117

Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates .................... 118

Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates .............................................. 122

Section 6.04 Persons Deemed Owners .......................................................................... 122

Section 6.05 Access to List of Certificateholders' Names and Addresses ...................................... 122

Section 6.06 Book-Entry Certificates ........................................................................ 123

Section 6.07 Notices to Depository .......................................................................... 124

Section 6.08 Definitive Certificates ........................................................................ 124

Section 6.09 Maintenance of Office or Agency ................................................................ 125

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ARTICLE VII

THE DEPOSITOR AND THE MASTER SERVICER

Section 7.01 Liabilities of the Depositor and the Master Servicer ........................................... 126

Section 7.02 Merger or Consolidation of the Depositor or the Master Servicer ................................ 126

Section 7.03 Indemnification of the Trustee and the Master Servicer ......................................... 126

Section 7.04 Limitations on Liability of the Depositor, the Master Servicer and Others ...................... 127

Section 7.05 Master Servicer Not to Resign .................................................................. 128

Section 7.06 Successor Master Servicer ...................................................................... 128

Section 7.07 Sale and Assignment of Master Servicing ........................................................ 128

ARTICLE VIII

DEFAULT; TERMINATION OF MASTER SERVICER

Section 8.01 Events of Default .............................................................................. 130

Section 8.02 Trustee to Act; Appointment of Successor ....................................................... 132

Section 8.03 Notification to Certificateholders ............................................................. 133

Section 8.04 Waiver of Defaults ............................................................................. 133

ARTICLE IX

CONCERNING THE TRUSTEE

Section 9.01 Duties of Trustee .............................................................................. 134

Section 9.02 Certain Matters Affecting the Trustee .......................................................... 135

Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans .......................................... 137

Section 9.04 Trustee May Own Certificates ................................................................... 138

Section 9.05 Trustee's Fees and Expenses .................................................................... 138

Section 9.06 Eligibility Requirements for Trustee ........................................................... 138

Section 9.07 Insurance ...................................................................................... 139

Section 9.08 Resignation and Removal of Trustee ............................................................. 139

Section 9.09 Successor Trustee .............................................................................. 140

Section 9.10 Merger or Consolidation of Trustee ............................................................. 140

Section 9.11 Appointment of Co-Trustee or Separate Trustee .................................................. 141

Section 9.12 Tax Matters .................................................................................... 142

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ARTICLE X

TERMINATION

Section 10.01 Termination upon Liquidation or Repurchase of all Mortgage Loans ............................... 145

Section 10.02 Final Distribution on the Certificates ......................................................... 145

Section 10.03 Additional Termination Requirements ............................................................ 147

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment ...................................................................................... 148

Section 11.02 Recordation of Agreement; Counterparts ......................................................... 149

Section 11.03 Governing Law .................................................................................. 149

Section 11.04 Intention of Parties ........................................................................... 150

Section 11.05 Notices ........................................................................................ 150

Section 11.06 Severability of Provisions ..................................................................... 151

Section 11.07 Assignment ..................................................................................... 151

Section 11.08 Limitation on Rights of Certificateholders ..................................................... 151

Section 11.09 Inspection and Audit Rights .................................................................... 152

Section 11.10 Certificates Nonassessable and Fully Paid ...................................................... 152

Exhibits

Exhibit A-1 Form of Class A Certificates

Exhibit A-2 Form of Class M Certificates

Exhibit A-3 Form of Class P Certificates

Exhibit A-4 Form of Class CE Certificates

Exhibit A-5 Form of Class R Certificates

Exhibit B Mortgage Loan Schedule

Exhibit C Form of Transfer Affidavit

Exhibit D Form of Transferor Certificate

Exhibit E Form of Investment Letter (Non-Rule 144A)

Exhibit F Form of Rule 144A and Related Matters Certificate

Exhibit G Form of Request for Release

Exhibit H DTC Letter of Representations

Exhibit I Schedule of Mortgage Loans with Lost Notes

Exhibit J Form of Custodial Agreement

Exhibit K Form of Back-Up Certification

Exhibit L Form of Mortgage Loan Purchase Agreement

Exhibit M Swap Agreement

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POOLING AND SERVICING AGREEMENT, dated as of January 1, 2005, among BEAR

STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability company, as

depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation,

as seller (in such capacity, the "Seller") and as master servicer (in such

capacity, the "Master Servicer") and LASALLE BANK NATIONAL ASSOCIATION, a

national banking association, not in its individual capacity, but solely as

trustee (the "Trustee").

PRELIMINARY STATEMENT

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

the Trustee in return for the Certificates.

REMIC I

As provided herein, the Trustee will elect to treat the segregated pool of

assets consisting of the Mortgage Loans and certain other related assets subject

to this Agreement (other than the Reserve Fund, the Swap Agreement, the Swap

Account and any rights or obligations in respect of the Swap Administration

Agreement) as a REMIC for federal income tax purposes, and such segregated pool

of assets will be designated as "REMIC I". The Class R-1 Certificates will be

the sole class of "residual interests" in REMIC I for purposes of the REMIC

Provisions (as defined herein). The following table irrevocably sets forth the

Class designation, the Uncertificated REMIC I Pass-Through Rate, the initial

Uncertificated Principal 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 I Regular Interests (as defined herein). None of the REMIC I

Regular Interests will be certificated.

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Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

I-1-A Variable(2) $ 2,848,009.56 January 25, 2035

I-1-B Variable(2) $ 2,848,009.56 January 25, 2035

I-2-A Variable(2) $ 3,428,962.82 January 25, 2035

I-2-B Variable(2) $ 3,428,962.82 January 25, 2035

I-3-A Variable(2) $ 4,002,285.36 January 25, 2035

I-3-B Variable(2) $ 4,002,285.36 January 25, 2035

I-4-A Variable(2) $ 4,562,324.32 January 25, 2035

I-4-B Variable(2) $ 4,562,324.32 January 25, 2035

I-5-A Variable(2) $ 5,104,540.24 January 25, 2035

I-5-B Variable(2) $ 5,104,540.24 January 25, 2035

I-6-A Variable(2) $ 5,623,038.69 January 25, 2035

I-6-B Variable(2) $ 5,623,038.69 January 25, 2035

I-7-A Variable(2) $ 6,111,416.74 January 25, 2035

I-7-B Variable(2) $ 6,111,416.74 January 25, 2035

I-8-A Variable(2) $ 6,554,206.71 January 25, 2035

I-8-B Variable(2) $ 6,554,206.71 January 25, 2035

I-9-A Variable(2) $ 6,808,499.89 January 25, 2035

I-9-B Variable(2) $ 6,808,499.89 January 25, 2035

</TABLE>

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Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

I-10-A Variable(2) $ 6,505,171.20 January 25, 2035

I-10-B Variable(2) $ 6,505,171.20 January 25, 2035

I-11-A Variable(2) $ 6,210,270.99 January 25, 2035

I-11-B Variable(2) $ 6,210,270.99 January 25, 2035

I-12-A Variable(2) $ 5,928,693.95 January 25, 2035

I-12-B Variable(2) $ 5,928,693.95 January 25, 2035

I-13-A Variable(2) $ 5,660,035.59 January 25, 2035

I-13-B Variable(2) $ 5,660,035.59 January 25, 2035

I-14-A Variable(2) $ 5,403,698.27 January 25, 2035

I-14-B Variable(2) $ 5,403,698.27 January 25, 2035

I-15-A Variable(2) $ 5,159,112.16 January 25, 2035

I-15-B Variable(2) $ 5,159,112.16 January 25, 2035

I-16-A Variable(2) $ 4,925,670.76 January 25, 2035

I-16-B Variable(2) $ 4,925,670.76 January 25, 2035

I-17-A Variable(2) $ 4,702,982.14 January 25, 2035

I-17-B Variable(2) $ 4,702,982.14 January 25, 2035

I-18-A Variable(2) $ 4,490,495.48 January 25, 2035

I-18-B Variable(2) $ 4,490,495.48 January 25, 2035

I-19-A Variable(2) $ 4,287,733.26 January 25, 2035

I-19-B Variable(2) $ 4,287,733.26 January 25, 2035

I-20-A Variable(2) $ 4,094,246.39 January 25, 2035

I-20-B Variable(2) $ 4,094,246.39 January 25, 2035

I-21-A Variable(2) $ 3,909,366.63 January 25, 2035

I-21-B Variable(2) $ 3,909,366.63 January 25, 2035

I-22-A Variable(2) $ 3,727,658.77 January 25, 2035

I-22-B Variable(2) $ 3,727,658.77 January 25, 2035

I-23-A Variable(2) $ 3,560,055.96 January 25, 2035

I-23-B Variable(2) $ 3,560,055.96 January 25, 2035

I-24-A Variable(2) $ 3,400,093.02 January 25, 2035

I-24-B Variable(2) $ 3,428,962.82 January 25, 2035

I-25-A Variable(2) $ 50,053,203.30 January 25, 2035

I-25-B Variable(2) $ 50,053,203.30 January 25, 2035

I-26-A Variable(2) $ 882,889.64 January 25, 2035

I-26-B Variable(2) $ 882,889.64 January 25, 2035

I-27-A Variable(2) $ 848,758.73 January 25, 2035

I-27-B Variable(2) $ 848,758.73 January 25, 2035

I-28-A Variable(2) $ 815,998.87 January 25, 2035

I-28-B Variable(2) $ 815,998.87 January 25, 2035

I-29-A Variable(2) $ 784,552.91 January 25, 2035

I-29-B Variable(2) $ 784,552.91 January 25, 2035

I-30-A Variable(2) $ 754,366.19 January 25, 2035

I-30-B Variable(2) $ 754,366.19 January 25, 2035

I-31-A Variable(2) $ 725,386.39 January 25, 2035

</TABLE>

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Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

I-31-B Variable(2) $ 725,386.39 January 25, 2035

I-32-A Variable(2) $ 697,489.18 January 25, 2035

I-32-B Variable(2) $ 697,489.18 January 25, 2035

I-33-A Variable(2) $ 669,307.42 January 25, 2035

I-33-B Variable(2) $ 669,307.42 January 25, 2035

I-34-A Variable(2) $ 643,901.30 January 25, 2035

I-34-B Variable(2) $ 643,901.30 January 25, 2035

I-35-A Variable(2) $ 619,392.54 January 25, 2035

I-35-B Variable(2) $ 619,392.54 January 25, 2035

I-36-A Variable(2) $ 595,852.29 January 25, 2035

I-36-B Variable(2) $ 595,852.29 January 25, 2035

I-37-A Variable(2) $ 5,180,565.47 January 25, 2035

I-37-B Variable(2) $ 5,180,565.47 January 25, 2035

I-38-A Variable(2) $ 332,818.62 January 25, 2035

I-38-B Variable(2) $ 332,818.62 January 25, 2035

I-39-A Variable(2) $ 322,309.31 January 25, 2035

I-39-B Variable(2) $ 322,309.31 January 25, 2035

I-40-A Variable(2) $ 312,129.90 January 25, 2035

I-40-B Variable(2) $ 312,129.90 January 25, 2035

I-41-A Variable(2) $ 302,270.08 January 25, 2035

I-41-B Variable(2) $ 302,270.08 January 25, 2035

I-42-A Variable(2) $ 292,719.86 January 25, 2035

I-42-B Variable(2) $ 292,719.86 January 25, 2035

I-43-A Variable(2) $ 283,469.55 January 25, 2035

I-43-B Variable(2) $ 283,469.55 January 25, 2035

I-44-A Variable(2) $ 274,509.80 January 25, 2035

I-44-B Variable(2) $ 274,509.80 January 25, 2035

I-45-A Variable(2) $ 265,831.51 January 25, 2035

I-45-B Variable(2) $ 265,831.51 January 25, 2035

I-46-A Variable(2) $ 257,425.88 January 25, 2035

I-46-B Variable(2) $ 257,425.88 January 25, 2035

I-47-A Variable(2) $ 249,284.38 January 25, 2035

I-47-B Variable(2) $ 249,284.38 January 25, 2035

I-48-A Variable(2) $ 241,398.76 January 25, 2035

I-48-B Variable(2) $ 241,398.76 January 25, 2035

I-49-A Variable(2) $ 233,761.01 January 25, 2035

I-49-B Variable(2) $ 233,761.01 January 25, 2035

I-50-A Variable(2) $ 226,363.38 January 25, 2035

I-50-B Variable(2) $ 226,363.38 January 25, 2035

I-51-A Variable(2) $ 219,198.36 January 25, 2035

I-51-B Variable(2) $ 219,198.36 January 25, 2035

I-52-A Variable(2) $ 212,258.66 January 25, 2035

I-52-B Variable(2) $ 212,258.66 January 25, 2035

</TABLE>

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Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

I-53-A Variable(2) $ 205,537.24 January 25, 2035

I-53-B Variable(2) $ 205,537.24 January 25, 2035

I-54-A Variable(2) $ 199,027.26 January 25, 2035

I-54-B Variable(2) $ 199,027.26 January 25, 2035

I-55-A Variable(2) $ 192,722.10 January 25, 2035

I-55-B Variable(2) $ 192,722.10 January 25, 2035

I-56-A Variable(2) $ 186,638.59 January 25, 2035

I-56-B Variable(2) $ 186,638.59 January 25, 2035

I-57-A Variable(2) $ 180,852.66 January 25, 2035

I-57-B Variable(2) $ 180,852.66 January 25, 2035

I-58-A Variable(2) $ 175,116.53 January 25, 2035

I-58-B Variable(2) $ 175,116.53 January 25, 2035

I-59-A Variable(2) $ 169,571.98 January 25, 2035

I-59-B Variable(2) $ 169,571.98 January 25, 2035

I-60-A Variable(2) $ 5,122,513.58 January 25, 2035

I-60-B Variable(2) $ 5,122,513.58 January 25, 2035

II-1-A Variable(2) $ 8,492,058.81 January 25, 2035

II-1-B Variable(2) $ 8,492,058.81 January 25, 2035

II-2-A Variable(2) $ 10,224,317.47 January 25, 2035

II-2-B Variable(2) $ 10,224,317.47 January 25, 2035

II-3-A Variable(2) $ 11,933,823.22 January 25, 2035

II-3-B Variable(2) $ 11,933,823.22 January 25, 2035

II-4-A Variable(2) $ 13,603,720.64 January 25, 2035

II-4-B Variable(2) $ 13,603,720.64 January 25, 2035

II-5-A Variable(2) $ 15,220,474.15 January 25, 2035

II-5-B Variable(2) $ 15,220,474.15 January 25, 2035

II-6-A Variable(2) $ 16,766,508.09 January 25, 2035

II-6-B Variable(2) $ 16,766,508.09 January 25, 2035

II-7-A Variable(2) $ 18,222,730.40 January 25, 2035

II-7-B Variable(2) $ 18,222,730.40 January 25, 2035

II-8-A Variable(2) $ 19,543,020.39 January 25, 2035

II-8-B Variable(2) $ 19,543,020.39 January 25, 2035

II-9-A Variable(2) $ 20,301,259.61 January 25, 2035

II-9-B Variable(2) $ 20,301,259.61 January 25, 2035

II-10-A Variable(2) $ 19,396,808.62 January 25, 2035

II-10-B Variable(2) $ 19,396,808.62 January 25, 2035

II-11-A Variable(2) $ 18,517,489.27 January 25, 2035

II-11-B Variable(2) $ 18,517,489.27 January 25, 2035

II-12-A Variable(2) $ 17,677,896.32 January 25, 2035

II-12-B Variable(2) $ 17,677,896.32 January 25, 2035

II-13-A Variable(2) $ 16,876,823.66 January 25, 2035

II-13-B Variable(2) $ 16,876,823.66 January 25, 2035

II-14-A Variable(2) $ 16,112,489.29 January 25, 2035

</TABLE>

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Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

II-14-B Variable(2) $ 16,112,489.29 January 25, 2035

II-15-A Variable(2) $ 15,383,194.12 January 25, 2035

II-15-B Variable(2) $ 15,383,194.12 January 25, 2035

II-16-A Variable(2) $ 14,687,129.69 January 25, 2035

II-16-B Variable(2) $ 14,687,129.69 January 25, 2035

II-17-A Variable(2) $ 14,023,127.42 January 25, 2035

II-17-B Variable(2) $ 14,023,127.42 January 25, 2035

II-18-A Variable(2) $ 13,389,544.85 January 25, 2035

II-18-B Variable(2) $ 13,389,544.85 January 25, 2035

II-19-A Variable(2) $ 12,784,958.15 January 25, 2035

II-19-B Variable(2) $ 12,784,958.15 January 25, 2035

II-20-A Variable(2) $ 12,208,028.24 January 25, 2035

II-20-B Variable(2) $ 12,208,028.24 January 25, 2035

II-21-A Variable(2) $ 11,656,762.61 January 25, 2035

II-21-B Variable(2) $ 11,656,762.61 January 25, 2035

II-22-A Variable(2) $ 11,114,954.81 January 25, 2035

II-22-B Variable(2) $ 11,114,954.81 January 25, 2035

II-23-A Variable(2) $ 10,615,204.76 January 25, 2035

II-23-B Variable(2) $ 10,615,204.76 January 25, 2035

II-24-A Variable(2) $ 10,138,234.89 January 25, 2035

II-24-B Variable(2) $ 10,138,234.89 January 25, 2035

II-25-A Variable(2) $ 149,246,249.81 January 25, 2035

II-25-B Variable(2) $ 149,246,249.81 January 25, 2035

II-26-A Variable(2) $ 2,632,558.14 January 25, 2035

II-26-B Variable(2) $ 2,632,558.14 January 25, 2035

II-27-A Variable(2) $ 2,530,788.22 January 25, 2035

II-27-B Variable(2) $ 2,530,788.22 January 25, 2035

II-28-A Variable(2) $ 2,433,106.43 January 25, 2035

II-28-B Variable(2) $ 2,433,106.43 January 25, 2035

II-29-A Variable(2) $ 2,339,342.38 January 25, 2035

II-29-B Variable(2) $ 2,339,342.38 January 25, 2035

II-30-A Variable(2) $ 2,249,333.07 January 25, 2035

II-30-B Variable(2) $ 2,249,333.07 January 25, 2035

II-31-A Variable(2) $ 2,162,922.49 January 25, 2035

II-31-B Variable(2) $ 2,162,922.49 January 25, 2035

II-32-A Variable(2) $ 2,079,739.90 January 25, 2035

II-32-B Variable(2) $ 2,079,739.90 January 25, 2035

II-33-A Variable(2) $ 1,995,708.88 January 25, 2035

II-33-B Variable(2) $ 1,995,708.88 January 25, 2035

II-34-A Variable(2) $ 1,919,954.13 January 25, 2035

II-34-B Variable(2) $ 1,919,954.13 January 25, 2035

II-35-A Variable(2) $ 1,846,875.07 January 25, 2035

II-35-B Variable(2) $ 1,846,875.07 January 25, 2035

</TABLE>

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<TABLE>

Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

II-36-A Variable(2) $ 1,776,683.88 January 25, 2035

II-36-B Variable(2) $ 1,776,683.88 January 25, 2035

II-37-A Variable(2) $ 15,447,162.57 January 25, 2035

II-37-B Variable(2) $ 15,447,162.57 January 25, 2035

II-38-A Variable(2) $ 992,382.65 January 25, 2035

II-38-B Variable(2) $ 992,382.65 January 25, 2035

II-39-A Variable(2) $ 961,046.50 January 25, 2035

II-39-B Variable(2) $ 961,046.50 January 25, 2035

II-40-A Variable(2) $ 930,694.03 January 25, 2035

II-40-B Variable(2) $ 930,694.03 January 25, 2035

II-41-A Variable(2) $ 901,294.47 January 25, 2035

II-41-B Variable(2) $ 901,294.47 January 25, 2035

II-42-A Variable(2) $ 872,818.08 January 25, 2035

II-42-B Variable(2) $ 872,818.08 January 25, 2035

II-43-A Variable(2) $ 845,235.97 January 25, 2035

II-43-B Variable(2) $ 845,235.97 January 25, 2035

II-44-A Variable(2) $ 818,520.19 January 25, 2035

II-44-B Variable(2) $ 818,520.19 January 25, 2035

II-45-A Variable(2) $ 792,643.69 January 25, 2035

II-45-B Variable(2) $ 792,643.69 January 25, 2035

II-46-A Variable(2) $ 767,580.17 January 25, 2035

II-46-B Variable(2) $ 767,580.17 January 25, 2035

II-47-A Variable(2) $ 743,304.27 January 25, 2035

II-47-B Variable(2) $ 743,304.27 January 25, 2035

II-48-A Variable(2) $ 719,791.29 January 25, 2035

II-48-B Variable(2) $ 719,791.29 January 25, 2035

II-49-A Variable(2) $ 697,017.42 January 25, 2035

II-49-B Variable(2) $ 697,017.42 January 25, 2035

II-50-A Variable(2) $ 674,959.52 January 25, 2035

II-50-B Variable(2) $ 674,959.52 January 25, 2035

II-51-A Variable(2) $ 653,595.19 January 25, 2035

II-51-B Variable(2) $ 653,595.19 January 25, 2035

II-52-A Variable(2) $ 632,902.73 January 25, 2035

II-52-B Variable(2) $ 632,902.73 January 25, 2035

II-53-A Variable(2) $ 612,861.11 January 25, 2035

II-53-B Variable(2) $ 612,861.11 January 25, 2035

II-54-A Variable(2) $ 593,449.96 January 25, 2035

II-54-B Variable(2) $ 593,449.96 January 25, 2035

II-55-A Variable(2) $ 574,649.56 January 25, 2035

II-55-B Variable(2) $ 574,649.56 January 25, 2035

II-56-A Variable(2) $ 556,510.03 January 25, 2035

II-56-B Variable(2) $ 556,510.03 January 25, 2035

II-57-A Variable(2) $ 539,257.83 January 25, 2035

</TABLE>

<PAGE>

<TABLE>

Uncertificated

REMIC I Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ----------------------- -----------------

II-57-B Variable(2) $ 539,257.83 January 25, 2035

II-58-A Variable(2) $ 522,154.10 January 25, 2035

II-58-B Variable(2) $ 522,154.10 January 25, 2035

II-59-A Variable(2) $ 505,621.63 January 25, 2035

II-59-B Variable(2) $ 505,621.63 January 25, 2035

II-60-A Variable(2) $ 15,274,066.20 January 25, 2035

II-60-B Variable(2) $ 15,274,066.20 January 25, 2035

P 0.00% $ 100.00 January 25, 2035

</TABLE>

----------

(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 REMIC I Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC I

Pass-Through Rate" herein.

REMIC II

As provided herein, the Trustee will elect to treat the segregated pool of

assets consisting of the REMIC I Regular Interests as a REMIC for federal income

tax purposes, and such segregated pool of assets will be designated as "REMIC

II". The Class R-2 Certificates will be the sole class of "residual interests"

in REMIC II for purposes of the REMIC Provisions (as defined herein). The

following table irrevocably sets forth the designation, the Uncertificated REMIC

II Pass-Through Rate, the initial Uncertificated Principal 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 will be certificated.

<PAGE>

<TABLE>

Uncertificated

REMIC II Initial Uncertificated Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date (1)

----------- ----------------- ---------------------- -----------------

AA Variable(2) $ 744,281,877.12 January 25, 2035

I-A-1 Variable(2) $ 959,980.00 January 25, 2035

I-A-2 Variable(2) $ 441,895.00 January 25, 2035

I-A-3 Variable(2) $ 110,075.00 January 25, 2035

II-A-1 Variable(2) $ 3,608,530.00 January 25, 2035

II-A-2 Variable(2) $ 902,130.00 January 25, 2035

M-1 Variable(2) $ 501,250.00 January 25, 2035

M-2 Variable(2) $ 406,315.00 January 25, 2035

M-3 Variable(2) $ 136,705.00 January 25, 2035

M-4 Variable(2) $ 94,935.00 January 25, 2035

M-5 Variable(2) $ 91,135.00 January 25, 2035

M-6 Variable(2) $ 87,340.00 January 25, 2035

M-7 Variable(2) $ 110,125.00 January 25, 2035

ZZ Variable(2) $ 7,739,011.06 January 25, 2035

P 0.00% $ 100.00 January 25, 2035

IO (2) (3) January 25, 2035

1A Variable(2) $ 7,908.59 January 25, 2035

1B Variable(2) $ 38,147.59 January 25, 2035

2A Variable(2) $ 23,533.47 January 25, 2035

2B Variable(2) $ 113,746.67 January 25, 2035

XX Variable(2) $ 759,287,966.86 January 25, 2035

</TABLE>

----------

(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 REMIC II Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC II

Pass-Through Rate" herein.

(3) REMIC II Regular Interest IO will not have a Uncertificated Principal

Balance but will accrue interest on its uncertificated notional amount

calculated in accordance with the definition of "Uncertificated Notional

Amount" herein.

REMIC III

As provided herein, the Trustee will elect to treat the segregated pool of

assets consisting of the REMIC II Regular Interests as a REMIC for federal

income tax purposes, and such segregated pool of assets will be designated as

"REMIC III". The Class R-3 Certificates will represent the sole class of

"residual interests" in REMIC III for purposes of the REMIC Provisions.

The following table irrevocably sets forth the Class designation,

Pass-Through Rate, Initial Certificate Principal Balance and, for purposes of

satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible

maturity date" for each Class of Certificates and Interests that represents

ownership of one or more of the "regular interests" in REMIC III created

hereunder.

<PAGE>

Each Certificate, other than the the Class P Certificate, the Class CE

Certificate and the Class R Certificates, represents ownership of a regular

interest in REMIC III and also represents (i) the right to receive payments with

respect to the Basis Risk Shortfall Carry Forward Amount and (ii) the obligation

to pay Class I Shortfalls (as defined herein). The entitlement to principal of

the REMIC III regular interest which corresponds to each Certificate shall be

equal in amount and timing to the entitlement to principal of such Certificate.

<TABLE>

Initial Certificate Latest Possible

Designation Pass-Through Rate Principal Balance Maturity Date(1)

----------- ----------------- ----------------- ----------------

I-A-1(2) Variable(3) $ 191,996,000.00 January 25, 2035

I-A-2(2) Variable(3) $ 88,379,000.00 January 25, 2035

I-A-3(2) Variable(3) $ 22,015,000.00 January 25, 2035

II-A-1(2) Variable(3) $ 721,706,000.00 January 25, 2035

II-A-2(2) Variable(3) $ 180,426,000.00 January 25, 2035

M-1(2) Variable(3) $ 100,250,000.00 January 25, 2035

M-2(2) Variable(3) $ 81,263,000.00 January 25, 2035

M-3(2) Variable(3) $ 27,341,000.00 January 25, 2035

M-4(2) Variable(3) $ 18,987,000.00 January 25, 2035

M-5(2) Variable(3) $ 18,227,000.00 January 25, 2035

M-6(2) Variable(3) $ 17,468,000.00 January 25, 2035

M-7(2) Variable(3) $ 22,025,000.00 January 25, 2035

Class CE Interest Variable(3)(4) $ 28,859,606.37 January 25, 2035

Class P Interest 0.00%(5) $ 100.00 January 25, 2035

Class IO Interest (6) (7)

</TABLE>

----------

(1) For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,

the Distribution Date in the month following the maturity date for the

Mortgage Loan with the latest maturity date has been designated as the

"latest possible maturity date" for each REMIC III Regular Interest.

(2) This Class of Certificates represents ownership of a "regular interest" in

REMIC III. Any amount distributed on this Class of Certificates on any

Distribution Date in excess of the amount distributable on the related

REMIC III Regular Interest on such Distribution Date shall be treated for

federal income tax purposes as having been paid from the Reserve Fund or

the Swap Account, as applicable, and any amount distributable on such

REMIC III Regular Interest on such Distribution Date in excess of the

amount distributable on such Class of Certificates on such Distribution

Date shall be treated as having been paid to the Swap Account, all

pursuant to and as further provided in Section 3.20 hereof.

(3) Calculated in accordance with the definition of "Pass-Through Rate"

herein. Each REMIC III Regular Interest which corresponds to a Certificate

will have the same Pass-Through Rate as such Certificate, except with

respect to the Net Rate Cap. The Net Rate Cap for each such REMIC III

Regular Interest and Certificate are specified in the definition of Net

Rate Cap.

(4) The Class CE Interest will accrue interest at its variable Pass-Through

Rate on the Uncertificated Notional Amount of the Class CE Interest

outstanding from time to time which shall equal the Uncertificated

Principal Balance of the REMIC II Regular Interests (other than REMIC II

Regular Interest P). The Class CE Interest will not accrue interest on its

Certificate Principal Balance.

(5) The Class P Interest is not entitled to distributions in respect of

interest.

(6) For federal income tax purposes, the Class IO Interest will not have a

Pass-Through Rate, but will be entitled to 100% of the amounts distributed

on REMIC II Regular Interest IO.

<PAGE>

(7) For federal income tax purposes, the Class IO Interest will not have a

Uncertificated Principal Balance, but will have a notional amount equal to

the Uncertificated Notional Amount of REMIC II Regular Interest IO.

REMIC IV

As provided herein, the Trustee shall elect to treat the segregated pool

of assets consisting of the Class CE Interest as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as "REMIC IV."

The Class R-4 Interest represents the sole class of "residual interests" in

REMIC IV for purposes of the REMIC Provisions.

The following table sets forth the Class designation, Pass-Through Rate,

Initial 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 that represents a "regular interest" in

REMIC IV created hereunder:

<TABLE>

Initial Aggregate Certificate Latest Possible

Class Designation Pass-Through Rate Principal Balance Maturity Date(1)

----------------- ----------------- ----------------------------- ----------------

Class CE Certificates Variable(2) $ 28,859,606.37 January 25, 2035

</TABLE>

----------

(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 will receive 100% of amounts received in respect

of the Class CE Interest.

REMIC V

As provided herein, the Trustee shall elect to treat the segregated pool

of assets consisting of the Class P Interest as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as "REMIC V."

The Class R-5 Interest represents the sole class of "residual interests" in

REMIC V for purposes of the REMIC Provisions.

The following table sets forth the Class designation, Pass-Through Rate,

Initial 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 that represents a "regular interest" in

REMIC V created hereunder:

<TABLE>

Initial Aggregate Latest Possible

Class Designation Pass-Through Rate Certificate Principal Balance Maturity Date(1)

----------------- ----------------- ----------------------------- ----------------

Class P Certificates 0.00%(2) $ 100.00 January 25, 2035

</TABLE>

----------

(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 P Certificates.

(2) The Class P Certificates will receive 100% of amounts received in respect

of the Class P Interest.

<PAGE>

REMIC VI

As provided herein, the Trustee shall make an election to treat the

segregated pool of assets consisting of the Class IO Interest as a REMIC for

federal income tax purposes, and such segregated pool of assets will be

designated as "REMIC VI." The Class R-6 Interest represents the sole class of

"residual interests" in REMIC VI for purposes of the REMIC Provisions.

The following table sets forth the designation, Pass-Through Rate, initial

uncertificated notional 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 interest that represents a "regular interest" in REMIC VI

created hereunder:

<TABLE>

Initial Aggregate Latest Possible

Class Designation Pass-Through Rate Certificate Principal Balance Maturity Date(1)

----------------- ----------------- ----------------------------- ----------------

IO(2) (3) (4) January 25, 2035

</TABLE>

(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 REMIC VI Regular Interest IO.

(2) REMIC VI Regular Interest IO will be held as an asset of the Swap Account

established by the Swap Administrator.

(3) REMIC VI Regular Interest IO will not have an uncertificated pass-through

rate, but will receive 100% of amounts received in respect of the Class IO

Interest.

(4) REMIC VI Regular Interest IO will not have an uncertificated principal

balance, but will have a notional amount equal to the Uncertificated

Notional Amount of the Class IO Interest.

The Trust Fund shall be named, and may be referred to as, the "Bear

Stearns Asset Backed Securities I Trust 2005-HE1." The Certificates issued

hereunder may be referred to as "Asset-Backed Certificates, Series 2005-HE1"

(including for purposes of any endorsement or assignment of a Mortgage Note or

Mortgage).

In consideration of the mutual agreements herein contained, the Depositor,

the Master Servicer, the Seller and the Trustee agree as follows:

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

In addition to those terms defined in Section 1.02, whenever used in this

Agreement, the following words and phrases, unless the context otherwise

requires, shall have the following meanings:

Accepted Servicing Practices: With respect to each Mortgage Loan, those

mortgage servicing practices (including collection procedures) that are in

accordance with all applicable statutes, regulations and prudent mortgage

banking practices for similar mortgage loans.

Account: The Distribution Account, the Reserve Account, the Class P

Certificate Account and the Protected Account.

Accrual Period: With respect to the Certificates (other than the Class CE,

Class P and the Residual Certificates) and any Distribution Date, the period

from and including the immediately preceding Distribution Date (or with respect

to the first Accrual Period, the Closing Date) to and including the day prior to

such Distribution Date. With respect to the Class CE Certificates and any

Distribution Date, the calendar month immediately preceding such Distribution

Date. All calculations of interest on the Certificates (other than the Class CE,

Class P and the Residual Certificates) will be made on the basis of the actual

number of days elapsed in the related Accrual Period. All calculations of

interest on the Class CE Certificates will be made on the basis of a 360-day

year consisting of twelve 30-day months.

Advance: An advance of delinquent payments of principal or interest in

respect of a Mortgage Loan required to be made by the Master Servicer as

provided in Section 5.01 hereof.

Affected Party: As defined in the Swap Agreement.

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

or supplements hereto made in accordance with the terms herein.

Adjustable Rate Mortgage Loan: Each of the Mortgage Loans identified in

the Mortgage Loan Schedule as having a Mortgage Rate that is subject to

adjustment.

Adjustment Date: With respect to each Adjustable Rate Mortgage Loan, the

first day of the month in which the Mortgage Rate of an Adjustable Rate Mortgage

Loan changes pursuant to the related Mortgage Note. The first Adjustment Date

following the Cut-off Date as to each Adjustable Rate Mortgage Loan is set forth

in the Mortgage Loan Schedule.

Amount Held for Future Distribution: As to any Distribution Date, the

aggregate amount held in the Protected Account at the close of business on the

immediately preceding Determination Date on account of (i) all Scheduled

Payments or portions thereof received in

<PAGE>

respect of the Mortgage Loans due after the related Due Period and (ii)

Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries and Insurance

Proceeds received in respect of such Mortgage Loans after the last day of the

related Prepayment Period.

Applied Realized Loss Amount: With respect to any Distribution Date and a

Class of Class A Certificates and Class M Certificates, the sum of the Realized

Losses with respect to the Mortgage Loans which have been applied in reduction

of the Certificate Principal Balance of a Class of Certificates pursuant to

Section 5.05 of this Agreement which have not previously been reimbursed or

reduced by any Subsequent Recoveries applied to such Applied Realized Loss

Amount.

Appraised Value: With respect to any Mortgage Loan originated in

connection with a refinancing, the appraised value of the Mortgaged Property

based upon the appraisal made at the time of such refinancing or, with respect

to any other Mortgage Loan, the lesser of (x) the appraised value of the

Mortgaged Property based upon the appraisal made by a fee appraiser at the time

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

Mortgaged Property at the time of such origination.

Basis Risk Shortfall Carry Forward Amount: With respect to any

Distribution Date and any Class of Class A Certificates and Class M Certificates

and any Distribution Date for which the Pass-Through Rate for such Certificates

is equal to the related Net Rate Cap, an amount equal to the sum of (A) the

excess, if any, of (a) the amount of Current Interest that such Class would have

been entitled to receive on such Distribution Date had the Pass-Though Rate

applicable to such Class been calculated at a per annum rate equal to One-Month

LIBOR plus the related Certificate Margin, over (b) the amount of Current

Interest that such Class received on such Distribution Date at a per annum rate

equal to the related Net Rate Cap and (B) the amount in clause (A) for all

previous Distribution Dates not previously paid, together with interest thereon

at a rate equal to the related Pass-Through Rate for such Distribution Date.

Bankruptcy Code: Title 11 of the United States Code.

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

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

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

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

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

Depository and as described in Section 6.06). As of the Closing Date, each Class

of Regular Certificates (other than the Class M-7, Class CE and Class P

Certificates) constitutes a Class of Book-Entry Certificates.

Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day

on which banking institutions in The City of New York, New York, Chicago,

Illinois, Minneapolis, Minnesota or the city in which the Corporate Trust Office

of the Trustee or the principal office of the Master Servicer is located are

authorized or obligated by law or executive order to be closed.

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

authenticated by the Trustee in substantially the forms attached hereto as

Exhibits A-1 through A-5.

<PAGE>

Certificate Margin: With respect to the Class I-A-1 Certificates and, for

purposes of the definition of "One-Month LIBOR Pass-Through Rate", REMIC II

Regular Interest I-A-1, 0.160%.

With respect to the Class I-A-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

I-A-2, 0.230% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.460% in the case of each

Distribution Date thereafter.

With respect to the Class I-A-3 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

I-A-3, 0.350% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.700% in the case of each

Distribution Date thereafter.

With respect to the Class II-A-1 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

II-A-1, 0.270% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.540% in the case of each

Distribution Date thereafter.

With respect to the Class II-A-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

II-A-2, 0.310% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.620% in the case of each

Distribution Date thereafter.

With respect to the Class M-1 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-1, 0.530% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.795% in the case of each

Distribution Date thereafter.

With respect to the Class M-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-2, 0.830% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 1.245% in the case of each

Distribution Date thereafter.

With respect to the Class M-3 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-3, 0.930% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 1.395% in the case of each

Distribution Date thereafter.

With respect to the Class M-4 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-4, 1.450% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 2.175% in the case of each

Distribution Date thereafter.

With respect to the Class M-5 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-5, 1.550% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 2.325% in the case of each

Distribution Date thereafter.

<PAGE>

With respect to the Class M-6 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-6, 2.450% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 3.675% in the case of each

Distribution Date thereafter.

With respect to the Class M-7 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-7, 4.000% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 6.000% in the case of each

Distribution Date thereafter.

Certificate Notional Amount: With respect to the Class CE Certificates and

any Distribution Date, an amount equal to the Stated Principal Balance of the

Mortgage Loans at the beginning of the related Due Period. The initial

Certificate Notional Amount of the Class CE Certificates shall be

$1,518,942,606.37. For federal income tax purposes, the Certificate Notional

Amount for any Distribution Date shall be an amount equal to the Uncertificated

Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular

Interest P) for such Distribution Date.

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 (other than any Class

CE Certificate or Class R Certificate) and as of any Distribution Date, the

Initial Certificate Principal Balance of such Certificate plus, in the case of a

Class A Certificate and Class M Certificate, any Subsequent Recoveries added to

the Certificate Principal Balance of such Certificate pursuant to Section

5.04(b), less the sum of (i) all amounts distributed with respect to such

Certificate in reduction of the Certificate Principal Balance thereof on

previous Distribution Dates pursuant to Section 5.04, and (ii) any Applied

Realized Loss Amounts allocated to such Certificate on previous Distribution

Dates.

Certificate Register: The register maintained pursuant to Section 6.02

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 Book-Entry Certificates).

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

Section 6.01 hereof.

Class A Certificates: Any of the Class I-A-1, Class I-A-2, Class I-A-3,

Class II-A-1 and Class II-A-2 Certificates.

Class A Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the Principal Distribution Amount for such

Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate

Principal Balance of the Class A Certificates immediately prior to such

Distribution Date, over (ii) the lesser of (a) the product of (1) 58.60% and (2)

the aggregate Stated Principal Balance of the Mortgage Loans as of the last day

of the related Due

<PAGE>

Period, and (b) the aggregate Stated Principal Balance of the Mortgage Loans as

of the last day of the related Due Period minus $7,594,713.

Class I-A Certificates: Any of the Class I-A-1, Class I-A-2 and Class

I-A-3 Certificates.

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

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class I-A-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

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

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class I-A-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

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

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class I-A-3 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class I-A Principal Distribution Amount: For any Distribution Date, with

respect to the Class I-A Certificates and any Distribution Date, is the product

of the Class A Principal Distribution Amount and a fraction, the numerator of

which is the Principal Funds for Loan Group I for such Distribution Date and the

denominator of which is the Principal Funds for both Loan Groups for such

Distribution Date.

Class II-A Certificates: Any of the Class II-A-1 Certificates and Class

II-A-2 Certificates.

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

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class II-A-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

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

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class II-A-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class II-A Principal Distribution Amount: For any Distribution Date, with

respect to the Class II-A Certificates and any Distribution Date, is the product

of the Class A Principal Distribution Amount and a fraction, the numerator of

which is the Principal Funds for Loan

<PAGE>

Group II for such Distribution Date and the denominator of which is the

Principal Funds for both Loan Groups for such Distribution Date.

Class CE Certificate: Any Certificate designated as a "Class CE

Certificate" on the face thereof, in the form of Exhibit A-4 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class CE Certificates herein and evidencing a Regular Interest in REMIC IV.

Class CE Distribution Amount: With respect to any Distribution Date, the

sum of (i) the Current Interest for the Class CE Interest for such Distribution

Date, (ii) any Overcollateralization Release Amount for such Distribution Date

and (iii) without duplication, any Subsequent Recoveries not distributed to the

Class A Certificates and Class M Certificates on such Distribution Date;

provided, however that on any Distribution Date after the Distribution Date on

which the Certificate Principal Balances of the Class A Certificates and Class M

Certificates have been reduced to zero, the Class CE Distribution Amount shall

include the Overcollateralization Amount.

Class CE Interest: An uncertificated interest in the Trust Fund held by

the Trustee on behalf of the Holders of the Class CE Certificates, evidencing a

Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class I Shortfalls: As defined in Section 3.20 hereof. For purposes of

clarity, the Class I Shortfall for any Distribution Date shall equal the amount

payable to the Swap Administrator on such Distribution Date in excess of the

amount payable on REMIC VI Regular Interest IO on such Distribution Date, all as

further provided in Section 3.20 hereof.

Class IO Interest: An uncertificated interest in the Trust Fund held by

the Trustee on behalf of the Holders of REMIC VI Regular Interest IO, evidencing

a Regular Interest in REMIC III for purposes of the REMIC Provisions.

Class M Certificates: Any of the Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6 and Class M-7 Certificates.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class M-1 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the

aggregate Certificate Principal Balance of the Class A Certificates (after

taking into account the distribution of the Class A Principal Distribution

Amount on such Distribution Date and (2) the Certificate Principal Balance of

the Class M-1 Certificates immediately prior to such Distribution Date, over (b)

the lesser of (1) the product of (x) 71.80% and (y) the aggregate Stated

Principal Balance of the Mortgage Loans as of the last day of the related Due

Period, and

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(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last

day of the related Due Period minus $7,594,713.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class M-2 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount and the Class M-1 Principal Distribution Amount and (y) the

excess, if any, of (a) the sum of (1) the aggregate Certificate Principal

Balance of the Class A Certificates (after taking into account the distribution

of the Class A Principal Distribution Amount on such Distribution Date), (2) the

Certificate Principal Balance of the Class M-1 Certificates (after taking into

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

Distribution Date) and (3) the Certificate Principal Balance of the Class M-2

Certificates immediately prior to such Distribution Date, over (b) the lesser of

(1) the product of (x) 82.50% and (y) the aggregate Stated Principal Balance of

the Mortgage Loans as of the last day of the related Due Period, and (2) the

aggregate Stated Principal Balance of the Mortgage Loans as of the last day of

the related Due Period minus $7,594,713.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-3 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class M-3 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount and the Class

M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of

(1) the aggregate Certificate Principal Balance of the Class A Certificates

(after taking into account the distribution of the Class A Principal

Distribution Amount on such Distribution Date), (2) the Certificate Principal

Balance of the Class M-1 Certificates (after taking into account the

distribution of the Class M-1 Principal Distribution Amount on such Distribution

Date), (3) the Certificate Principal Balance of the Class M-2 Certificates

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

Distribution Amount on such Distribution Date) and (4) the Certificate Principal

Balance of the Class M-3 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 86.10% and (y) the aggregate

Stated Principal Balance of the Mortgage Loans as of the last day of the related

Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans

as of the last day of the related Due Period minus $7,594,713.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of

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distributions provided for the Class M-4 Certificates as set forth herein and

evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the

Basis Risk Shortfall Carry Forward Amount and (iii) the obligation to pay Class

I Shortfalls.

Class M-4 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount and the Class M-3 Principal Distribution Amount

and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate

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

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (2) the Certificate Principal Balance of the Class M-1 Certificates

(after taking into account the distribution of the Class M-1 Principal

Distribution Amount on such Distribution Date), (3) the Certificate Principal

Balance of the Class M-2 Certificates (after taking into account the

distribution of the Class M-2 Principal Distribution Amount on such Distribution

Date), (4) the Certificate Principal Balance of the Class M-3 Certificates

(after taking into account the distribution of the Class M-3 Principal

Distribution Amount on such Distribution Date) and (5) the Certificate Principal

Balance of the Class M-4 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 88.60% and (y) the aggregate

Stated Principal Balance of the Mortgage Loans as of the last day of the related

Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans

as of the last day of the related Due Period minus $7,594,713.

Class M-5 Certificate: Any Certificate designated as a "Class M-5

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-5 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class M-5 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount, the Class M-3 Principal Distribution Amount and

the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a)

the sum of (1) the aggregate Certificate Principal Balance of the Class A

Certificates (after taking into account the distribution of the Class A

Principal Distribution Amount on such Distribution Date), (2) the Certificate

Principal Balance of the Class M-1 Certificates (after taking into account the

distribution of the Class M-1 Principal Distribution Amount on such Distribution

Date), (3) the Certificate Principal Balance of the Class M-2 Certificates

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

Distribution Amount on such Distribution Date), (4) the Certificate Principal

Balance of the Class M-3 Certificates (after taking into account the

distribution of the Class M-3 Principal Distribution Amount on such Distribution

Date), (5) the Certificate Principal Balance of the Class M-4 Certificates

(after taking into account the distribution of the Class M-4 Principal

Distribution Amount on such Distribution Date) and (6) the Certificate Principal

Balance of the Class M-5 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 91.00% and (y) the aggregate

Stated Principal Balance of the Mortgage Loans as of the last day of the related

Due Period, and

<PAGE>

(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last

day of the related Due Period minus $7,594,713.

Class M-6 Certificate: Any Certificate designated as a "Class M-6

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-6 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class M-6 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the

Class M-4 Principal Distribution Amount and the Class M-5 Principal Distribution

Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate

Certificate Principal Balance of the Class A Certificates (after taking into

account the distribution of the Class A Principal Distribution Amount on such

Distribution Date), (2) the Certificate Principal Balance of the Class M-1

Certificates (after taking into account the distribution of the Class M-1

Principal Distribution Amount on such Distribution Date), (3) the Certificate

Principal Balance of the Class M-2 Certificates (after taking into account the

distribution of the Class M-2 Principal Distribution Amount on such Distribution

Date), (4) the Certificate Principal Balance of the Class M-3 Certificates

(after taking into account the distribution of the Class M-3 Principal

Distribution Amount on such Distribution Date), (5) the Certificate Principal

Balance of the Class M-4 Certificates (after taking into account the

distribution of the Class M-4 Principal Distribution Amount on such Distribution

Date), (6) the Certificate Principal Balance of the Class M-5 Certificates

(after taking into account the distribution of the Class M-5 Principal

Distribution Amount on such Distribution Date) and (7) the Certificate Principal

Balance of the Class M-6 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 93.30% and (y) the aggregate

Stated Principal Balance of the Mortgage Loans as of the last day of the related

Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans

as of the last day of the related Due Period minus $7,594,713.

Class M-7 Certificate: Any Certificate designated as a "Class M-7

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-7 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay Class I Shortfalls.

Class M-7 Principal Distribution Amount: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the

Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution

Amount and the Class M-6 Principal Distribution Amount and (y) the excess, if

any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the

Class A Certificates (after taking into account the distribution of the Class A

Principal Distribution Amount on such Distribution