POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

You are currently viewing:

This Pooling and Servicing Agreement involves

DEUTSCHE BANK NATIONAL TRUST COMPANY | MERRILL LYNCH MORTGAGE INVESTORS, INC | WELLS FARGO BANK, NA | WILSHIRE CREDIT CORPORATION

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 2/15/2005

POOLING AND SERVICING AGREEMENT, Parties: deutsche bank national trust company , merrill lynch mortgage investors inc , wells fargo bank na , wilshire credit corporation

<PAGE>

EXHIBIT 4.1

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Depositor

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

WILSHIRE CREDIT CORPORATION,

Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of January 1, 2005

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

MERRILL LYNCH MORTGAGE INVESTORS TRUST,

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-NC1

<PAGE>

TABLE OF CONTENTS

<TABLE>

PAGE

<S> <C>

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

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES.................................... 51

Section 2.01. Conveyance Of Mortgage Loans................................................ 51

Section 2.02. Acceptance By The Trustee Of The Mortgage Loans............................. 54

Section 2.03. Representations, Warranties And Covenants Of The Depositor.................. 55

Section 2.04. Representations and Warranties of the Master Servicer; Representations

and Warranties of the Servicer; Representations and Warranties of the

Securities Administrator.................................................... 60

Section 2.05. Substitutions and Repurchases of Mortgage Loans which are not "Qualified

Mortgages".................................................................. 63

Section 2.06. Authentication and Delivery of Certificates................................. 64

Section 2.07. Remic Elections............................................................. 64

Section 2.08. [RESERVED].................................................................. 68

Section 2.09. Covenants of the Servicer................................................... 68

Section 2.10. [RESERVED].................................................................. 68

Section 2.11. Permitted Activities of the Trust........................................... 68

Section 2.12. Qualifying Special Purpose Entity........................................... 68

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS................................................. 68

Section 3.01. Servicer to Service Mortgage Loans.......................................... 68

Section 3.02. Servicing and Subservicing; Enforcement of the Obligations of Servicer...... 70

Section 3.03. Rights of the Depositor, the Securities Administrator and the Trustee in

Respect of the Servicer..................................................... 71

Section 3.04. Master Servicer to Act as Servicer.......................................... 71

Section 3.05. Collection of Mortgage Loan Payments; Collection Account; Certificate

Account..................................................................... 72

Section 3.06. Collection of Taxes, Assessments and Similar Items; Escrow Accounts......... 76

Section 3.07. Access to Certain Documentation and Information Regarding the Mortgage

Loans....................................................................... 76

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Section 3.08. Permitted Withdrawals from the Collection Account and Certificate Account... 76

Section 3.09. [RESERVED].................................................................. 79

Section 3.10. Maintenance of Hazard Insurance............................................. 79

Section 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements................... 80

Section 3.12. Realization Upon Defaulted Mortgage Loans; Determination of Excess

Proceeds; Special Loss Mitigation........................................... 81

Section 3.13. Trustee to Cooperate; Release of Mortgage Files............................. 84

Section 3.14. Documents, Records and Funds in Possession of Servicer to be Held For the

Trustee..................................................................... 86

Section 3.15. Servicing Compensation...................................................... 86

Section 3.16. Access to Certain Documentation............................................. 86

Section 3.17. Annual Statement as to Compliance........................................... 87

Section 3.18. Annual Independent Public Accountants' Servicing Statement; Financial

Statements.................................................................. 87

Section 3.19. Rights of the NIMs Insurer.................................................. 87

Section 3.20. [RESERVED].................................................................. 88

Section 3.21. Annual Certificate by Securities Administrator.............................. 88

Section 3.22. Annual Certificate by Servicer.............................................. 88

Section 3.23. Prepayment Charge Reporting Requirements.................................... 89

Section 3.24. Information to the Securities Administrator................................. 89

Section 3.25. Indemnification............................................................. 90

Section 3.26. Nonsolicitation............................................................. 91

Section 3.27. High Cost Mortgage Loans.................................................... 91

ARTICLE IV DISTRIBUTIONS................................................................................... 92

Section 4.01. Advances.................................................................... 92

Section 4.02. Reduction of Servicing Compensation in Connection with Prepayment

Interest Shortfalls......................................................... 93

Section 4.03. Distributions on the Remic Interests........................................ 93

Section 4.04. Distributions............................................................... 94

Section 4.05. Monthly Statements to Certificateholders.................................... 100

ARTICLE V THE CERTIFICATES................................................................................. 104

Section 5.01. The Certificates............................................................ 104

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Section 5.02. Certificate Register; Registration of Transfer and Exchange of

Certificates................................................................ 105

Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates........................... 110

Section 5.04. Persons Deemed Owners....................................................... 110

Section 5.05. Access to List of Certificateholders' Names and Addresses................... 110

Section 5.06. Book-Entry Certificates..................................................... 111

Section 5.07. Notices to Depository....................................................... 112

Section 5.08. Definitive Certificates..................................................... 112

Section 5.09. Maintenance of Office or Agency............................................. 112

Section 5.10. Authenticating Agents....................................................... 113

ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND THE SECURITIES ADMINISTRATOR............... 114

Section 6.01. Respective Liabilities of the Depositor, the Master Servicer, the

Servicer and the Securities Administrator................................... 114

Section 6.02. Merger or Consolidation of the Depositor, the Master Servicer, the

Servicer or the Securities Administrator.................................... 114

Section 6.03. Limitation on Liability of the Depositor, the Securities Administrator,

the Master Servicer, the Servicer And Others................................ 114

Section 6.04. Limitation on Resignation of Servicer....................................... 115

Section 6.05. Errors and Omissions Insurance; Fidelity Bonds.............................. 116

Section 6.06. Limitation on Resignation of the Master Servicer............................ 116

Section 6.07. Assignment of Master Servicing.............................................. 116

ARTICLE VII DEFAULT; TERMINATION OF SERVICER............................................................... 117

Section 7.01. Events of Default........................................................... 117

Section 7.02. Master Servicer to Act; Appointment of Successor............................ 119

Section 7.03. Notification to Certificateholders.......................................... 120

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR....................................... 120

Section 8.01. Duties of the Trustee and the Securities Administrator...................... 120

Section 8.02. Certain Matters Affecting the Trustee and the Securities Administrator...... 122

Section 8.03. Trustee and Securities Administrator Not Liable for Certificates or

Mortgage Loans.............................................................. 123

Section 8.04. Trustee and Securities Administrator May Own Certificates................... 124

Section 8.05. Trustee's Fees and Expenses................................................. 124

</TABLE>

iii

<PAGE>

<TABLE>

<S> <C>

Section 8.06. Indemnification and Expenses of Trustee..................................... 124

Section 8.07. Eligibility Requirements for Trustee........................................ 125

Section 8.08. Resignation and Removal of Trustee.......................................... 125

Section 8.09. Successor Trustee........................................................... 126

Section 8.10. Merger or Consolidation of Trustee.......................................... 126

Section 8.11. Appointment of Co-Trustee Or Separate Trustee............................... 127

Section 8.12. Tax Matters................................................................. 128

ARTICLE IX TERMINATION..................................................................................... 130

Section 9.01. Termination Upon Liquidation or Repurchase of all Mortgage Loans............ 130

Section 9.02. Final Distribution on the Certificates...................................... 132

Section 9.03. Additional Termination Requirements......................................... 133

ARTICLE X MISCELLANEOUS PROVISIONS......................................................................... 134

Section 10.01. Amendment................................................................... 134

Section 10.02. Counterparts................................................................ 136

Section 10.03. Governing Law............................................................... 136

Section 10.04. Intention Of Parties........................................................ 136

Section 10.05. Notices..................................................................... 137

Section 10.06. Severability of Provisions.................................................. 138

Section 10.07. Assignment.................................................................. 138

Section 10.08. Limitation on Rights of Certificateholders.................................. 139

Section 10.09. Inspection and Audit Rights................................................. 140

Section 10.10. Certificates Nonassessable and Fully Paid................................... 141

Section 10.11. Third Party Rights.......................................................... 141

Section 10.12. Additional Rights of the NIMs Insurer....................................... 141

ARTICLE XI ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS....................................... 141

Section 11.01. Master Servicer............................................................. 141

Section 11.02. Monitoring of Servicer...................................................... 143

Section 11.03. Fidelity Bond............................................................... 144

Section 11.04. Power to Act; Procedures.................................................... 144

Section 11.05. Documents, Records and Funds in Possession of Master Servicer To Be Held

for Trustee................................................................. 145

</TABLE>

<PAGE>

<TABLE>

<S> <C>

Section 11.06. Trustee to Retain Possession of Certain Insurance Policies and Documents.... 145

Section 11.07. Compensation for the Master Servicer and the Securities Administrator....... 146

Section 11.08. Annual Statement as to Compliance........................................... 146

Section 11.09. Periodic Filings............................................................ 146

Section 11.10. Obligation of the Master Servicer in Respect of Prepayment Interest

Shortfalls.................................................................. 147

</TABLE>

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 C SCHEDULE OF MORTGAGE LOANS WITH NO PREPAYMENT ENFORCEMENT

EXHIBIT D FORM OF TRUSTEE 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 FORM OF DELINQUENCY REPORT

EXHIBIT M-2 FORM OF MONTHLY REMITTANCE ADVICE

EXHIBIT M-3 FORM OF REALIZED LOSS REPORT

EXHIBIT N FORM OF CAP CONTRACT

EXHIBIT O ONE-MONTH LIBOR CAP TABLE

<PAGE>

POOLING AND SERVICING AGREEMENT (the "Agreement"), dated as of January 1,

2005, among MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as

depositor (the "Depositor"), WELLS FARGO BANK, N.A, a national banking

association, as master servicer (the "Master Servicer") and securities

administrator (the "Securities Administrator"),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 two (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 and, to the extent provided herein, the NIMs Insurer.

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

the Master Servicer, the Securities Administrator, 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 Master Servicing Practices: With respect to any Mortgage Loan, as

applicable, either (x) those customary mortgage master servicing practices of

prudent master servicing institutions that master service mortgage loans of the

same type and quality as such Mortgage Loan in the jurisdiction where the

related Mortgaged Property is located, to the extent applicable to the Master

Servicer (except in its capacity as successor to the Servicer), or (y) as

provided in Section 11.01 hereof, but in no event below the standard set forth

in clause (x) of this definition.

<PAGE>

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 Mortgages 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.

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

Loan Schedule as having a Mortgage Rate which 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 only be 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-2A

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

Class A-2B Certificate Principal Balance, the Class A-2C 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 M-3

<PAGE>

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

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

Balance, the Class B-4 Certificate Principal Balance, the Class B-5 Certificate

Principal Balance and the Class B-6 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.

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 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 Securities Administrator,

as described in Section 9.01(b) hereof.

Authenticating Agent: As defined in Section 5.10.

Auction Date: The date on which the Auction occurs.

Available Funds Cap: As of any Distribution Date with respect to the

Certificates, a per annum rate equal to 12 times the quotient of (i) the total

scheduled interest on the Mortgage Loans based on the Net Mortgage Rates in

effect on the related Due Date, divided by (ii) the Aggregate Certificate

Principal Balance for such Distribution Date with such rate being 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 10 years which provides for level monthly payments of principal

and interest 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.

<PAGE>

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 (other than the Class R Certificate), Class M and Class B

Certificates constitutes a Class of Book-Entry Certificates.

Book-Entry Regulation S Global Securities: As defined in Section 5.01.

Bring Down Letter: That certain letter agreement, dated as of January 31,

2005 among NC Capital 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 Minnesota, 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: The amended confirmation and agreement and any related

confirmation thereto, between the Securities Administrator and Credit Suisse

First Boston International (in the form of Exhibit N hereto).

Cap Contract Account: The separate Eligible Account created and maintained

by the Securities Administrator pursuant to Section 4.04(k) in the name of the

Trustee for the benefit of the Trust Fund and designated "Wells Fargo Bank,

N.A., as securities administrator for 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-NC1." 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.

Cap Contract Notional Balance: With respect to any Distribution Date, the

Cap Contract Notional Balance set forth for such Distribution Date in the

One-Month LIBOR Cap Table attached hereto as Exhibit O.

Cap Contract Termination Date: The Distribution Date following the

Distribution Date in September 2007.

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

Securities Administrator and authenticated by the Authenticating Agent in

substantially the forms attached hereto as Exhibits A.

Certificate Account: The separate Eligible Account created and maintained

by the Securities Administrator pursuant to Section 3.05(e) in the name of the

Trustee for the benefit of the Certificateholders and designated "Wells Fargo

Bank, N.A., as securities administrator for 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-NC1."

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

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

<PAGE>

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).

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 Securities Administrator and the Trustee are 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-2A

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

the Class A-2C Certificate Principal Balance.

<PAGE>

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

Certificates, the Class A-2A Certificates, the Class A-2B Certificates, the

Class A-2C 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)

60.50% 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-1 Certificates: Each of the Class A-1A Certificates and the Class

A-1B Certificates.

Class A-1 Required Loss Percentage: For any Distribution Date, the

applicable percentage for such Distribution Date set forth in the following

table:

<TABLE>

DISTRIBUTION DATE OCCURRING IN CLASS A-1 REQUIRED LOSS PERCENTAGE

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

<S> <C>

February 2005 - January 2008 2.75%

February 2008 - January 2009 2.75% with respect to February 2008, plus an additional

1/12th of 1.50% for each month thereafter

February 2009 - January 2010 4.25% with respect to February 2009, plus an additional

1/12th of 1.00% for each month thereafter

February 2010 - January 2011 5.25% with respect to February 2010, plus an additional

1/12th of 0.75% for each month thereafter

February 2011 and thereafter 5.75%

</TABLE>

Class A-1 Trigger Event: The situation that exists with respect to any

Distribution Date on or after February 2005, if (a) the quotient of (1) the

aggregate Stated Principal Balance of all Mortgage Loans 60 or more days

delinquent, measured on a rolling three-month basis (including Mortgage Loans in

foreclosure, REO Properties and Mortgage Loans with respect to which the

applicable mortgagor is in bankruptcy) and (2) the Stated Principal Balance of

all the Mortgage Loans as of the preceding Servicer Remittance Date, equals or

exceeds the product of (i) 38.17% and (ii) the Required Percentage or (b) the

quotient (expressed as a percentage) of (1) the aggregate Realized Losses

incurred from the Cut-off Date through the last day of the calendar month

preceding such Distribution Date and (2) the aggregate principal balance of the

Mortgage Loans as of the Cut-off Date exceeds the Class A-1 Required Loss

Percentage

<PAGE>

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.

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.

For purposes of calculating interest, principal distributions on a Distribution

Date will be deemed to have been made on the first day of the Accrual Period in

which such Distribution Date occurs.

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

Optional Termination Date for the Certificates, 0.380% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.760% per annum.

Class A-1A Pass-Through Rate: For the first Distribution Date, 2.9575% per

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

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

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.

For purposes of calculating interest, principal distributions on a Distribution

Date will be deemed to have been made on the first day of the Accrual Period in

which such Distribution Date occurs.

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

<PAGE>

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

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

Distribution Date after the Optional Termination Date, 0.560% per annum.

Class A-1B Pass-Through Rate: For the first Distribution Date, 2.8575% per

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

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

Cap for such Distribution Date.

Class A-2 Certificates: Each of the Class A-2A Certificates, the Class

A-2B Certificates and the Class A-2C Certificates.

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

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

the right to distributions as set forth herein.

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

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

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

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

the Class A-2A 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-2A 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-2A Certificates.

For purposes of calculating interest, principal distributions on a Distribution

Date will be deemed to have been made on the first day of the Accrual Period in

which such Distribution Date occurs.

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

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

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

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

Optional Termination Date for the Certificates, 0.110% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.220% per annum.

Class A-2A Pass-Through Rate: For the first Distribution Date, 2.6875% per

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

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

Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

<PAGE>

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

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

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

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

the Class A-2B 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-2B 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-2B Certificates.

For purposes of calculating interest, principal distributions on a Distribution

Date will be deemed to have been made on the first day of the Accrual Period in

which such Distribution Date occurs.

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

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

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

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

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

Optional Termination Date for the Certificates, 0.220% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.440% per annum.

Class A-2B Pass-Through Rate: For the first Distribution Date, 2.7975% per

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

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

Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

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

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

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

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

the Class A-2C 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-2C 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-2C Certificates.

For purposes of calculating interest, principal distributions on a Distribution

Date will be deemed to have been made on the first day of the Accrual Period in

which such Distribution Date occurs.

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

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

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

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

<PAGE>

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

Optional Termination Date for the Certificates, 0.350% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.700% per annum.

Class A-2C Pass-Through Rate: For the first Distribution Date, 2.9275% per

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

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

Cap for such Distribution Date.

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

B-4, Class B-5 or Class B-6 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

which 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. For

purposes of calculating interest, principal distributions on a Distribution Date

will be deemed to have been made on the first day of the Accrual Period in which

such Distribution Date occurs.

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

Optional Termination Date for the Certificates, 1.180% per annum and, as of any

Distribution Date after the Optional Termination Date, 1.770% per annum.

Class B-1 Pass-Through Rate: For the first Distribution Date, 3.7575% per

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

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

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 and the Class M-3 Certificate Principal Balance have

<PAGE>

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 M-3 Certificate Principal Balance (after

taking into account distributions of the Class M-3 Principal Distribution Amount

on such Distribution Date) and (E) the Class B-1 Certificate Principal Balance

immediately prior to such Distribution Date over (2) the lesser of (A) 88.40% 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 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

which 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. For

purposes of calculating interest, principal distributions on a Distribution Date

will be deemed to have been made on the first day of the Accrual Period in which

such Distribution Date occurs.

<PAGE>

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

(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

Optional Termination Date for the Certificates, 1.300% per annum and, as of any

Distribution Date after the Optional Termination Date, 1.950% per annum.

Class B-2 Pass-Through Rate: For the first Distribution Date, 3.8775% per

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

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

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, the Class M-3 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 M-3 Certificate Principal

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

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

Certificate Principal Balance immediately prior to such Distribution Date over

(2) the lesser of (A) 90.40% 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 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."

<PAGE>

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

which 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 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. For

purposes of calculating interest, principal distributions on a Distribution Date

will be deemed to have been made on the first day of the Accrual Period in which

such Distribution Date occurs.

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

Optional Termination Date for the Certificates, 2.050% per annum and, as of any

Distribution Date after the Optional Termination Date, 3.075% per annum.

Class B-3 Pass-Through Rate: For the first Distribution Date, 4.6275% per

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

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

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 M-3 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 M-3 Certificate Principal Balance (after taking into account

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

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

taking

<PAGE>

into account distributions of the Class B-1 Principal Distribution Amount on

such Distribution Date), (F) 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 (G) 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) 92.20% 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."

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

which 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. For

purposes of calculating interest, principal distributions on a Distribution Date

will be deemed to have been made on the first day of the Accrual Period in which

such Distribution Date occurs.

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.

<PAGE>

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

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

Distribution Date after the Optional Termination Date, 5.250% per annum.

Class B-4 Pass-Through Rate: For the first Distribution Date, 6.0775% per

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

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

Cap for such Distribution Date.

Class B-4 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 M-3 Certificate Principal Balance, the Class B-1 Certificate

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