POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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JPMORGAN CHASE BANK, NATIONAL ASSOCIATION | LITTON LOAN SERVICING LP | MERRILL LYNCH MORTGAGE INVESTORS, INC

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 1/13/2005

POOLING AND SERVICING AGREEMENT, Parties: jpmorgan chase bank national association , litton loan servicing lp , merrill lynch mortgage investors inc

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EXHIBIT 4.1

MERRILL LYNCH MORTGAGE INVESTORS, INC.,

Depositor

LITTON LOAN SERVICING LP,

Servicer

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

Trustee

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

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2004

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

SPECIALTY UNDERWRITING AND RESIDENTIAL FINANCE TRUST

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2004-BC4

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TABLE OF CONTENTS

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ARTICLE I Definitions............................................................................. 1

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES............................ 46

SECTION 2.01. Conveyance of Mortgage Loans............................................... 46

SECTION 2.02. Acceptance by Trustee of the Mortgage Loans................................ 48

SECTION 2.03. Representations, Warranties and Covenants of the Depositor................. 50

SECTION 2.04. Representations and Warranties of the Servicer............................. 53

SECTION 2.05. Substitutions and Repurchases of Mortgage Loans Which Are Not

"Qualified Mortgages"...................................................... 54

SECTION 2.06. Authentication and Delivery of Certificates................................ 54

SECTION 2.07. REMIC Elections............................................................ 54

SECTION 2.08. Covenants of the Servicer.................................................. 59

SECTION 2.09. [RESERVED]................................................................. 59

SECTION 2.10. [RESERVED]................................................................. 59

SECTION 2.11. Permitted Activities of the Trust Fund..................................... 59

SECTION 2.12. Qualification Special Purpose Entity....................................... 59

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS.......................................... 59

SECTION 3.01. Servicer to Service Mortgage Loans......................................... 59

SECTION 3.02. Servicing and Subservicing; Enforcement of the Obligations of Servicer..... 61

SECTION 3.03. Rights of the Depositor and the Trustee in Respect of the Servicer......... 61

SECTION 3.04. Trustee to Act as Servicer................................................. 61

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

Account.................................................................... 62

SECTION 3.06. Collection of Taxes, Assessments and Similar Items; Escrow Accounts........ 65

SECTION 3.07. Access to Certain Documentation and Information Regarding the

Mortgage Loans............................................................. 66

SECTION 3.08. Permitted Withdrawals from the Collection Account and Certificate

Account.................................................................... 66

SECTION 3.09. [RESERVED]................................................................. 68

SECTION 3.10. Maintenance of Hazard Insurance............................................ 68

SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements.................. 69

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

Proceeds................................................................... 70

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SECTION 3.13. Trustee to Cooperate; Release of Mortgage Files............................ 73

SECTION 3.14. Documents Records and Funds in Possession of Servicer to be Held for

the Trustee................................................................ 74

SECTION 3.15. Servicing Compensation..................................................... 74

SECTION 3.16. Access to Certain Documentation............................................ 75

SECTION 3.17. Annual Statement as to Compliance.......................................... 75

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

Statements................................................................. 75

SECTION 3.19. Rights of the NIM Insurer.................................................. 76

SECTION 3.20. Periodic Filings........................................................... 76

SECTION 3.21. Annual Certificate by Trustee.............................................. 76

SECTION 3.22. Annual Certificate by Servicer............................................. 77

SECTION 3.23. Prepayment Penalty Reporting Requirements.................................. 78

SECTION 3.24. Statements to Trustee...................................................... 78

SECTION 3.25. Indemnification............................................................ 78

SECTION 3.26. Nonsolicitation............................................................ 79

SECTION 3.27. Existing Servicing Agreement............................................... 79

SECTION 3.28. MI Policies, Claims Under the MI Policies.................................. 79

ARTICLE IV DISTRIBUTIONS........................................................................... 79

SECTION 4.01. Advances................................................................... 79

SECTION 4.02. Reduction of Servicing Compensation in Connection with Prepayment

Interest Shortfalls........................................................ 80

SECTION 4.03. Distributions on the REMIC Interests....................................... 80

SECTION 4.04. Distributions.............................................................. 81

SECTION 4.05. Monthly Statements to Certificateholders................................... 86

ARTICLE V THE CERTIFICATES........................................................................ 89

SECTION 5.01. The Certificates........................................................... 89

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

Certificates............................................................... 90

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.......................... 93

SECTION 5.04. Persons Deemed Owners...................................................... 94

SECTION 5.05. Access to List of Certificateholders' Names and Addresses.................. 94

SECTION 5.06. Book-Entry Certificates.................................................... 94

SECTION 5.07. Notices to Depository...................................................... 95

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SECTION 5.08. Definitive Certificates.................................................... 95

SECTION 5.09. Maintenance of Office or Agency............................................ 95

ARTICLE VI THE DEPOSITOR AND THE SERVICER.......................................................... 96

SECTION 6.01. Respective Liabilities of the Depositor and the Servicer................... 96

SECTION 6.02. Merger or Consolidation of the Depositor or the Servicer................... 96

SECTION 6.03. Limitation on Liability of the Depositor, the Servicer and Others.......... 96

SECTION 6.04. Limitation on Resignation of Servicer...................................... 97

SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds............................. 97

ARTICLE VII DEFAULT; TERMINATION OF SERVICER........................................................ 97

SECTION 7.01. Events of Default.......................................................... 97

SECTION 7.02. Servicer Trigger Event..................................................... 99

SECTION 7.03. Trustee to Act; Appointment of Successor................................... 100

SECTION 7.04. Notification to Certificateholders......................................... 101

ARTICLE VIII CONCERNING THE TRUSTEE.................................................................. 101

SECTION 8.01. Duties of Trustee.......................................................... 101

SECTION 8.02. Certain Matters Affecting the Trustee...................................... 102

SECTION 8.03. Trustee Not Liable for Mortgage Loans...................................... 104

SECTION 8.04. Trustee May Own Certificates............................................... 104

SECTION 8.05. Trustee's Fees............................................................. 104

SECTION 8.06. Indemnification of Trustee; Expenses....................................... 104

SECTION 8.07. Eligibility Requirements for Trustee....................................... 105

SECTION 8.08. Resignation and Removal of Trustee......................................... 106

SECTION 8.09. Successor Trustee.......................................................... 106

SECTION 8.10. Merger or Consolidation of Trustee......................................... 107

SECTION 8.11. Appointment of Co-Trustee or Separate Trustee.............................. 107

SECTION 8.12. Tax Matters................................................................ 108

ARTICLE IX TERMINATION............................................................................. 110

SECTION 9.01. Termination upon Liquidation or Repurchase of all Mortgage Loans........... 110

SECTION 9.02. Final Distribution on the Certificates..................................... 112

SECTION 9.03. Additional Termination Requirements........................................ 113

ARTICLE X MISCELLANEOUS PROVISIONS................................................................ 113

SECTION 10.01. Amendment.................................................................. 113

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SECTION 10.02. Counterparts............................................................... 115

SECTION 10.03. Governing Law.............................................................. 115

SECTION 10.04. Intention of Parties....................................................... 115

SECTION 10.05. Notices.................................................................... 116

SECTION 10.06. Severability of Provisions................................................. 117

SECTION 10.07. Assignment................................................................. 117

SECTION 10.08. Limitation on Rights of Certificateholders................................. 117

SECTION 10.09. Inspection and Audit Rights................................................ 118

SECTION 10.10. Certificates Nonassessable and Fully Paid.................................. 118

SECTION 10.11. Third Party Rights......................................................... 118

SECTION 10.12. Additional Rights of the NIM Insurer....................................... 118

SECTION 10.13. [RESERVED]................................................................. 119

SECTION 10.14. Assignment; Sales; Advance Facilities...................................... 119

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EXHIBIT A FORMS OF OFFERED CERTIFICATES

EXHIBIT B-1 MORTGAGE LOAN SCHEDULE - TOTAL MORTGAGE POOL

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

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

EXHIBIT B-4 MORTGAGE LOAN SCHEDULE - MI MORTGAGE LOANS

EXHIBIT C [RESERVED]

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 FOR CLASS P AND CLASS C CERTIFICATES

EXHIBIT G FORM OF INVESTMENT LETTER

EXHIBIT H FORM OF RULE 144A INVESTMENT LETTER

EXHIBIT I REQUEST FOR RELEASE OF DOCUMENTS

EXHIBIT J FORM OF POWER OF ATTORNEY

EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF TRUSTEE

EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER

EXHIBIT M FORM OF TRANSFEREE'S LETTER

EXHIBIT N FORM OF AUCTION PROCEDURES

EXHIBIT O-1 FORM OF CLASS A-1 CAP CONTRACT

EXHIBIT O-2 FORM OF CLASS A-2 CAP CONTRACT

EXHIBIT O-3 FORM OF SUBORDINATED CERTIFICATE CAP CONTRACT

EXHIBIT P-1 ONE MONTH LIBOR CAP TABLE - CLASS A-1 CAP CONTRACT

EXHIBIT P-2 ONE MONTH LIBOR CAP TABLE - CLASS A-2 CAP CONTRACT

EXHIBIT P-3 ONE MONTH LIBOR CAP TABLE - SUBORDINATED CERTIFICATE CAP CONTRACT

EXHIBIT Q-1 MI POLICY - PMI MORTGAGE INSURANCE CO.

EXHIBIT Q-2 MI POLICY - MORTGAGE GUARANTY INSURANCE CORPORATION

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POOLING AND SERVICING AGREEMENT, dated as of December 1, 2004, among

MERRILL LYNCH MORTGAGE INVESTORS, INC., a Delaware corporation, as depositor

(the "Depositor"), LITTON LOAN SERVICING LP, a Delaware limited partnership, as

servicer (the "Servicer") and JPMORGAN CHASE BANK, N.A., a national banking

association, as trustee (the "Trustee").

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

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

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

a tiered structure, (ii) the right to receive the payments distributable to the

Class P Certificates pursuant to Section 4.04(b)(i) hereof, (iii) the grantor

trusts described in Section 2.07 hereof and (iv) each Cap Contract and the Cap

Contract Account. 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 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 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 NIM Insurer.

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

the Servicer and the Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS

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

the context otherwise requires, shall have the following meanings:

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

which will conform to the mortgage servicing practices of prudent mortgage

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

same type as the 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 Regular 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 Regular 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.

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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 (x) a second

lien Mortgage Loan or (y) has been converted to an REO Property, the obligation

to make advances shall only be to payments of interest.

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

10.14(a).

Advance Facility Notice: As defined in Section 10.14(b).

Advance Financing Person: As defined in Section 10.14(a).

Advance Reimbursement Amounts: As defined in Section 10.14(a).

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

Aggregate Certificate Principal Balance: For any date of determination,

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

Certificate Principal Balance, the Class A-2A 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

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

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

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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 Termination: The termination of the Trust Fund hereunder pursuant

to Section 9.01(a)(i) hereof.

Auction Termination Amount: The purchase price received by the Trustee in

connection with any purchase of all of the Mortgage Loans pursuant to Section

9.01(a) (i).

Auction Termination Date: The Distribution Date on which the aggregate

Stated Principal Balance of the Mortgage Loans is equal to or less than 10% of

the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off

Date.

Auction Termination Price: In the case of an Auction Termination, as of

the initial Distribution Date on or after the Auction Termination Date, an

amount equal to the sum of (A) the aggregate Stated Principal Balance of each

Mortgage Loan (other than any Mortgage Loan that has become an REO Property),

plus accrued interest thereon at the applicable Mortgage Rate through the Due

Date preceding distribution of the proceeds, the fair market value of any REO

Property, plus accrued interest thereon, (B) any unreimbursed out-of-pocket

costs and expenses owed to the Trustee (including any costs and expenses

incurred in connection with the Auction Termination) or the Servicer and any

unreimbursed Servicing Fees, Advances and Servicing Advances, (C) all interest

accrued on, as well as amounts necessary to retire the principal balance of, the

notes guaranteed by the NIM Insurer, (D) any and all amounts then owed to the

NIM Insurer and (E) any costs and damages incurred by the Trust Fund (or the

Trustee on behalf of the Trust Fund) in connection with any violation of any

anti-predatory or anti-abusive lending laws.

Available Funds Cap: Any of the Class A-1 Available Funds Cap, the Class

A-2 Available Funds Cap or the Subordinated Certificate Available Funds Cap.

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

of approximately 15 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.

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-1A, Class A-1B, Class A-2A, Class A-2B, Class A-2C, Class M-1, Class

M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates constitutes a

Class of Book-Entry Certificates.

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

on which banking institutions in the State of Texas, State of Delaware, and in

the City of New York, New York are authorized or obligated by law or executive

order to be closed.

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Cap Contract: Any of the Class A-1 Cap Contract, the Class A-2 Cap

Contract or the Subordinated Certificate Cap Contract.

Cap Contract Account: The separate Eligible Account created and maintained

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

benefit of the Trust Fund and designated "JPMorgan Chase Bank, N.A., as trustee,

in trust for registered holders of Specialty Underwriting and Residential

Finance Trust, Mortgage Loan Asset-Backed Certificates, Series 2004-BC4." 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: Any of the Class A-1 Cap Contract Notional

Balance, the Class A-2 Cap Contract Notional Balance or the Subordinated

Certificate Notional Balance.

Cap Contract Termination Date: Any of the Class A-1 Cap Contract

Termination Date, the Class A-2 Cap Contract Termination Date or the

Subordinated Certificate Cap Contract Termination Date.

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

Trustee and authenticated by the Trustee in substantially the forms attached

hereto as Exhibits A.

Certificate Account: The separate Eligible Account created and maintained

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

benefit of the Certificateholders and designated "JPMorgan Chase Bank, N.A., as

trustee, in trust for registered holders of Specialty Underwriting and

Residential Finance Trust, Mortgage Loan Asset-Backed Certificates, Series

2004-BC4." Funds in the Certificate Account shall be held in trust for the

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

Certificate Group: Either of Certificate Group One or Certificate Group

Two.

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

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

One.

Certificate Group Two: The Class A-2A, Class A-2B and Class A-2C

Certificates. For purposes of Section 2.07 hereof, Certificate Group Two shall

be related to Group Two.

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(h). 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

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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 Trustee and the NIM Insurer 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 Certificates: Any of the Class A-1A, Class A-1B, Class A-2A, Class

A-2B and Class A-2C 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 Certificate Principal Balance of the

Class A and Class R Certificates immediately prior to such Distribution Date

over (B) the lesser of (1) 72.50% of the Stated Principal Balances of the

Mortgage Loans as of the end of the immediately preceding Due Period, and (2)

the excess of the Stated Principal Balances 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 and Class R Certificates.

Class A-1 Available Funds Cap: With respect to a Distribution Date, the

per annum rate equal to the product of (i) 12, (ii) the quotient of (x) the

total scheduled interest on the Group One Mortgage Loans based on the Net

Mortgage Rates in effect on the related Due Date divided by (y) the aggregate

Stated Principal Balance of the Group One Mortgage Loans as of the first day of

the related Accrual Period and (iii) a fraction, the numerator of which is 30,

and the denominator of which is the actual number of days in the related Accrual

Period.

Class A-1 Cap Contract: The amended confirmation and agreement and any

related confirmation thereto, between the Trust Fund or Trustee and Bear Stearns

Financial Products Inc. (in the form of Exhibit O-1 hereto).

Class A-1 Cap Contract Notional Balance: With respect to any Distribution

Date, the Class A-1 Cap Contract Notional Balance set forth for such

Distribution Date in the One-Month LIBOR Cap Table attached hereto as Exhibit

P-1.

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Class A-1 Cap Contract Termination Date: The day after the Distribution

Date in February 2008.

Class A-1 Certificates: Any of the Class A-1A and Class A-1B Certificates.

Class A-1 Maximum Rate Cap: With respect to a Distribution Date, the per

annum rate, adjusted to reflect the length of the related Accrual Period, equal

to the weighted average of the maximum lifetime Net Mortgage Rates on the

Adjustable Rate Mortgage Loans in Group One and the Net Mortgage Rates on the

Fixed Rate Mortgage Loans in Group One.

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

applicable percentage for such Distribution Date set forth in the following

table:

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DISTRIBUTION DATE OCCURRING IN CLASS A-1 REQUIRED LOSS PERCENTAGE

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January 2005 - December 2007 2.50%

January 2008 - December 2008 2.50% with respect to January 2008, plus an additional 1/12th of 1.25%

for each month thereafter

January 2009 - December 2009 3.75% with respect to January 2009, plus an additional 1/12th of 0.25%

for each month thereafter

January 2010 - December 2010 4.00% with respect to January 2010, plus an additional 1/12th of 0.50%

for each month thereafter

January 2011 and thereafter 4.50%

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

Distribution Date after the Stepdown Date, if (a) the quotient of (1) the

aggregate Stated Principal Balance of all Group One 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 Group One Mortgage Loans as of the preceding Servicer Remittance

Date, equals or exceeds the product of (i) 55.00% 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 Group One Mortgage Loans as of the Cut-off Date exceeds the Class

A-1 Required Loss Percentage

Class A-1 Upper Collar: With respect to each Distribution Date with

respect to which payments are received on the Class A-1 Cap Contract, a rate

equal to the lesser of One-Month LIBOR and 8.915% per annum.

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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of

<PAGE>

Class A-1A 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 (excluding any Class A-1A Interest Carryover Amount)

over (B) the amount actually distributed to the Class A-1A Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class A-1A

Certificates is based upon the Class A-1 Available Funds Cap, the excess of (A)

the amount of interest the Class A-1A Certificates would otherwise be entitled

to receive on such Distribution Date had such rate been calculated as the sum of

One-Month LIBOR and the applicable Class A-1A Margin for such Distribution Date,

up to the Class A-1 Maximum Rate Cap, over (B) the amount of interest payable on

the Class A-1A Certificates at the Class A-1 Available Funds Cap, up to but not

exceeding the Class A-1 Maximum Rate Cap for such Distribution Date and (2) the

Class A-1A Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together

with interest thereon at a rate equal to the sum of One-Month LIBOR and the

applicable Class A-1A Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 0.335% per annum and, as of any

Distribution Date after the Auction Termination Date, 0.670% per annum.

Class A-1A Pass-Through Rate: For the first Distribution Date, 2.7525% per

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

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

A-1 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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class A-1B 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 (excluding any

<PAGE>

Class A-1B Interest Carryover Amount) over (B) the amount actually distributed

to the Class A-1B Certificates with respect to Current Interest or Interest

Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class A-1B

Certificates is based upon the Class A-1 Available Funds Cap, the excess of (A)

the amount of interest the Class A-1B Certificates would otherwise be entitled

to receive on such Distribution Date had such rate been calculated as the sum of

One-Month LIBOR and the applicable Class A-1B Margin for such Distribution Date,

up to the Class A-1 Maximum Rate Cap, over (B) the amount of interest payable on

the Class A-1B Certificates at the Class A-1 Available Funds Cap, up to but not

exceeding the Class A-1 Maximum Rate Cap for such Distribution Date and (2) the

Class A-1B Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together

with interest thereon at a rate equal to the sum of One-Month LIBOR and the

applicable Class A-1B Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 0.400% per annum and, as of any

Distribution Date after the Auction Termination Date, 0.800% per annum.

Class A-1B Pass-Through Rate: For the first Distribution Date, 2.8175% per

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

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

A-1 Available Funds Cap for such Distribution Date.

Class A-2 Available Funds Cap: With respect to a Distribution Date, the

per annum rate equal to the product of (i) 12, (ii) the quotient of (x) the

total scheduled interest on the Group Two Mortgage Loans based on the Net

Mortgage Rates in effect on the related Due Date divided by (y) the aggregate

Stated Principal Balance of the Group Two Mortgage Loans as of the first day of

the related Accrual Period and (iii) a fraction, the numerator of which is 30,

and the denominator of which is the actual number of days in the related Accrual

Period.

Class A-2 Cap Contract: The amended confirmation and agreement and any

related confirmation thereto, between the Trust Fund or Trustee and Bear Stearns

Financial Products Inc. (in the form of Exhibit O-2 hereto).

Class A-2 Cap Contract Notional Balance: With respect to any Distribution

Date, the Class A-2 Cap Contract Notional Balance set forth for such

Distribution Date in the One-Month LIBOR Cap Table attached hereto as Exhibit

P-2.

Class A-2 Cap Contract Termination Date: The day after the Distribution

Date in June 2011.

Class A-2 Certificates: Any of the Class A-2A, Class A-2B and Class A-2C

Certificates.

Class A-2 Maximum Rate Cap: : With respect to a Distribution Date, the per

annum rate, adjusted to reflect the length of the related Accrual Period, equal

to the weighted average of the maximum lifetime Net Mortgage Rates on the

Adjustable Rate Mortgage Loans in Group Two and the Net Mortgage Rates on the

Fixed Rate Mortgage Loans in Group Two.

<PAGE>

Class A-2 Upper Collar: With respect to each Distribution Date with

respect to which payments are received on the Class A-2 Cap Contract, a rate

equal to the lesser of One-Month LIBOR and 8.900% per annum.

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

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

the right to distributions as set forth herein.

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

the aggregate Certificate Principal Balance of the Class A-2 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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class A-2A 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 (excluding any Class A-2A Interest Carryover Amount)

over (B) the amount actually distributed to the Class A-2A Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class A-2A

Certificates is based upon the Class A-2 Available Funds Cap, the excess of (A)

the amount of interest the Class A-2A Certificates would otherwise be entitled

to receive on such Distribution Date had such rate been calculated as the sum of

One-Month LIBOR and the applicable Class A-2A Margin for such Distribution Date,

up to the Class A-2 Maximum Rate Cap, over (B) the amount of interest payable on

the Class A-2A Certificates at the Class A-2 Available Funds Cap, up to but not

exceeding the Class A-2 Maximum Rate Cap for such Distribution Date and (2) the

Class A-2A Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together

with interest thereon at a rate equal to the sum of One-Month LIBOR and the

applicable Class A-2A Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 0.150% per annum and, as of any

Distribution Date after the Auction Termination Date, 0.300% per annum.

Class A-2A Pass-Through Rate: For the first Distribution Date, 2.5675% per

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

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

A-2 Available Funds Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

<PAGE>

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

the aggregate Certificate Principal Balance of the Class A-2 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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class A-2B 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 (excluding any Class A-2B Interest Carryover Amount)

over (B) the amount actually distributed to the Class A-2B Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class A-2B

Certificates is based upon the Class A-2 Available Funds Cap, the excess of (A)

the amount of interest the Class A-2B Certificates would otherwise be entitled

to receive on such Distribution Date had such rate been calculated as the sum of

One-Month LIBOR and the applicable Class A-2B Margin for such Distribution Date,

up to the Class A-2 Maximum Rate Cap, over (B) the amount of interest payable on

the Class A-2B Certificates at the Class A-2 Available Funds Cap, up to but not

exceeding the Class A-2 Maximum Rate Cap for such Distribution Date and (2) the

Class A-2B Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together

with interest thereon at a rate equal to the sum of One-Month LIBOR and the

applicable Class A-2B Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 0.310% per annum and, as of any

Distribution Date after the Auction Termination Date, 0.620% per annum.

Class A-2B Pass-Through Rate: For the first Distribution Date, 2.7275% per

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

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

A-2 Available Funds Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

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

the aggregate Certificate Principal Balance of the Class A-2 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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class A-2C Current Interest or a Class A-2C Interest

Carry Forward Amount that is recovered as a

<PAGE>

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 (excluding any Class A-2C Interest Carryover Amount)

over (B) the amount actually distributed to the Class A-2C Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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.

Class A-2C Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class A-2C

Certificates is based upon the Class A-2 Available Funds Cap, the excess of (A)

the amount of interest the Class A-2C Certificates would otherwise be entitled

to receive on such Distribution Date had such rate been calculated as the sum of

One-Month LIBOR and the applicable Class A-2C Margin for such Distribution Date,

up to the Class A-2 Maximum Rate Cap, over (B) the amount of interest payable on

the Class A-2C Certificates at the Class A-2 Available Funds Cap, up to but not

exceeding the Class A-2 Maximum Rate Cap for such Distribution Date and (2) the

Class A-2C Interest Carryover Amount for all previous Distribution Dates not

previously paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together

with interest thereon at a rate equal to the sum of One-Month LIBOR and the

applicable Class A-2C Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 0.490% per annum and, as of any

Distribution Date after the Auction Termination Date, 0.980% per annum.

Class A-2C Pass-Through Rate: For the first Distribution Date, 2.9075% per

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

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

A-2 Available Funds Cap for such Distribution Date.

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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class B-1 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.

<PAGE>

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 (excluding any Class B-1 Interest Carryover Amount)

over (B) the amount actually distributed to the Class B-1 Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class B-1

Certificates is based upon the Subordinated Certificate Available Funds Cap, the

excess of (A) the amount of interest the Class B-1 Certificates would otherwise

be entitled to receive on such Distribution Date had such rate been calculated

as the sum of One-Month LIBOR and the applicable Class B-1 Margin for such

Distribution Date, up to the Subordinated Certificate Maximum Rate Cap, over (B)

the amount of interest payable on the Class B-1 Certificates at the Subordinated

Certificate Available Funds Cap, up to but not exceeding the Subordinated

Certificate Maximum Rate Cap for such Distribution Date and (2) the Class B-1

Interest Carryover Amount for all previous Distribution Dates not previously

paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together with interest

thereon at a rate equal to the sum of One-Month LIBOR and the applicable Class

B-1 Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 2.000% per annum and, as of any

Distribution Date after the Auction Termination Date, 3.000% per annum.

Class B-1 Pass-Through Rate: For the first Distribution Date, 4.4175% per

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

plus the Class B-1 Margin, (2) the Subordinated Certificate Maximum Rate Cap and

(3) the Subordinated Certificate 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 Certificate Principal Balances of the Class A,

Class R and Class M Certificates 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 sum of the Certificate Principal Balances of

the Class A and Class R Certificates (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) 96.80% of

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

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

Balances 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 the Class A Certificates,

Class R 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, Class R 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.

<PAGE>

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 Applied 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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class B-2 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.

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 (excluding any Class B-2 Interest Carryover Amount)

over (B) the amount actually distributed to the Class B-2 Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class B-2

Certificates is based upon the Subordinated Certificate Available Funds Cap, the

excess of (A) the amount of interest the Class B-2 Certificates would otherwise

be entitled to receive on such Distribution Date had such rate been calculated

as the sum of One-Month LIBOR and the applicable Class B-2 Margin for such

Distribution Date, up to the Subordinated Certificate Maximum Rate Cap, over (B)

the amount of interest payable on the Class B-1 Certificates at the Subordinated

Certificate Available Funds Cap, up to but not exceeding the Subordinated

Certificate Maximum Rate Cap for such Distribution Date and (2) the Class B-2

Interest Carryover Amount for all previous Distribution Dates not previously

paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together with interest

thereon at a rate equal to the sum of One-Month LIBOR and the applicable Class

B-2 Margin for such Distribution Date.

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

Auction Termination Date for the Certificates, 2.350% per annum and, as of any

Distribution Date after the Auction Termination Date, 3.525% per annum.

Class B-2 Pass-Through Rate: For the first Distribution Date, 4.7675% per

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

plus the Class B-2 Margin, (2) the

<PAGE>

Subordinated Certificate Maximum Rate Cap and (3) the Subordinated Certificate

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 Certificate Principal Balances of the Class A,

Class R, Class M and Class B-1 Certificates 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 sum of the Certificate Principal

Balances of the Class A and Class R Certificates (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) 97.80% of the Stated Principal Balances of the Mortgage Loans as

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

Stated Principal Balances 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 the

Class A Certificates, Class R Certificates, Class M Certificates 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 R, 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 Applied Realized Loss Amounts on

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

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

of the definition of "Certificate Principal Balance."

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

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

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 the first day of such Accrual

Period (after giving effect to all distributions of principal made or deemed to

be made as of such first day) plus the portion of any previous distributions on

such Class in respect of Class B-3 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

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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 (excluding any Class B-3 Interest Carryover Amount)

over (B) the amount actually distributed to the Class B-3 Certificates with

respect to Current Interest or Interest Carry Forward Amounts 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 Interest Carryover Amount: As of any Distribution Date, the sum

of (1) if on such Distribution Date the Pass-Through Rate for the Class B-3

Certificates is based upon the Subordinated Certificate Available Funds Cap, the

excess of (A) the amount of interest the Class B-3 Certificates would otherwise

be entitled to receive on such Distribution Date had such rate been calculated

as the sum of One-Month LIBOR and the applicable Class B-3 Margin for such

Distribution Date, up to the Subordinated Certificate Maximum Rate Cap, over (B)

the amount of interest payable on the Class B-1 Certificates at the Subordinated

Certificate Available Funds Cap, up to but not exceeding the Subordinated

Certificate Maximum Rate Cap for such Distribution Date and (2) the Class B-3

Interest Carryover Amount for all previous Distribution Dates not previously

paid pursuant to Section 4.04(e)(ix) or Section 4.04(j), together with interest

thereon at a rate equal to the sum of One-Month LIBOR and the applicable Class

B-3 Margin for such Distribution Date.

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

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

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

Class B-3 Pass-Through Rate: For the first Distribution Date, 5.9175% per

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

plus the Class B-3 Margin, (2) the Subordinated Certificate Maximum Rate Cap and

(3) the Subordinated Certificate 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 Certificate Principal Balances of the Class A,

Class R, Class M, Class B-1 and Class B-2 Certificates 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 sum of the Certificate Principal