POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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HSBC BANK USA, NATIONAL ASSOCIATION | MERRILL LYNCH MORTGAGE INVESTORS, INC | WELLS FARGO BANK, NA | WILSHIRE CREDIT CORPORATION

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 1/12/2005

POOLING AND SERVICING AGREEMENT, Parties: hsbc bank usa national association , merrill lynch mortgage investors inc , wells fargo bank na , wilshire credit corporation

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EXHIBIT 4.1

MERRILL LYNCH MORTGAGE INVESTORS, INC.

Depositor

WELLS FARGO BANK, N.A.

Master Servicer and Securities Administrator

WILSHIRE CREDIT CORPORATION,

Servicer

and

HSBC BANK USA, NATIONAL ASSOCIATION,

Trustee

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POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2004

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FIRST FRANKLIN MORTGAGE LOAN TRUST,

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2004-FFC

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TABLE OF CONTENTS

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

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES...................... 38

SECTION 2.01. Conveyance of Mortgage Loans............................................... 38

SECTION 2.02. Acceptance by the Trustee of the Mortgage Loans............................ 40

SECTION 2.03. Representations, Warranties and Covenants of the Depositor................. 41

SECTION 2.04. Representations and Warranties of the Master Servicer;

Representations and Warranties of the Servicer; Representations

and Warranties of the Securities Administrator............................. 45

SECTION 2.05. Substitutions and Repurchases of Mortgage Loans which are not

"Qualified Mortgages"...................................................... 48

SECTION 2.06. Authentication and Delivery of Certificates................................ 48

SECTION 2.07. REMIC Elections............................................................ 48

SECTION 2.08. [RESERVED]................................................................. 51

SECTION 2.09. Covenants of the Servicer.................................................. 51

SECTION 2.10. [RESERVED]................................................................. 51

SECTION 2.11. Permitted Activities of the Trust. ....................................... 51

SECTION 2.12. Qualifying Special Purpose Entity.......................................... 52

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS................................... 52

SECTION 3.01. Servicer to Service Mortgage Loans......................................... 52

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

Servicer................................................................... 53

SECTION 3.03. Rights of the Depositor, the Securities Administrator and the

Trustee in Respect of the Servicer......................................... 54

SECTION 3.04. Master Servicer to Act as Servicer......................................... 54

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

Certificate Account........................................................ 55

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

Accounts................................................................... 58

SECTION 3.07. Access to Certain Documentation and Information Regarding the

Mortgage Loans............................................................. 58

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SECTION 3.08. Permitted Withdrawals from the Collection Account and Certificate

Account.................................................................... 58

SECTION 3.09. [RESERVED]................................................................. 61

SECTION 3.10. [RESERVED]................................................................. 61

SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption Agreements.................. 61

SECTION 3.12. Realization Upon Defaulted Mortgage Loans; Determination of

Excess Proceeds; Special Loss Mitigation................................... 61

Section 3.13. Trustee to Cooperate; Release of Mortgage Files............................ 65

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

for the Trustee............................................................ 66

SECTION 3.15. Servicing Compensation..................................................... 66

SECTION 3.16. Access to Certain Documentation............................................ 66

SECTION 3.17. Annual Statement as to Compliance.......................................... 67

SECTION 3.18. Annual Independent Public Accountants' Servicing Statement;

Financial Statements....................................................... 67

SECTION 3.19. [RESERVED]................................................................. 67

SECTION 3.20. [RESERVED]................................................................. 67

SECTION 3.21. Annual Certificate by Securities Administrator............................. 67

SECTION 3.22. Annual Certificate by Servicer............................................. 68

SECTION 3.23. Prepayment Charge Reporting Requirements................................... 68

SECTION 3.24. Information to the Securities Administrator................................ 69

SECTION 3.25. Indemnification............................................................ 69

SECTION 3.26. Nonsolicitation............................................................ 70

SECTION 3.27. High Cost Mortgage Loans................................................... 71

ARTICLE IV DISTRIBUTIONS..................................................................... 71

SECTION 4.01. Advances................................................................... 71

SECTION 4.02. Reduction of Servicing Compensation in Connection with Prepayment

Interest Shortfalls........................................................ 72

SECTION 4.03. Distributions on the REMIC Interests....................................... 72

SECTION 4.04. Distributions.............................................................. 72

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SECTION 4.05. Monthly Statements to Certificateholders................................... 76

ARTICLE V THE CERTIFICATES................................................................... 79

SECTION 5.01. The Certificates........................................................... 79

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

Certificates............................................................... 80

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.......................... 84

SECTION 5.04. Persons Deemed Owners...................................................... 85

SECTION 5.05. Access to List of Certificateholders' Names and Addresses.................. 85

SECTION 5.06. Book-Entry Certificates.................................................... 85

SECTION 5.07. Notices to Depository...................................................... 86

SECTION 5.08. Definitive Certificates.................................................... 86

SECTION 5.09. Maintenance of Office or Agency............................................ 87

SECTION 5.10. Authenticating Agents...................................................... 87

ARTICLE VI THE DEPOSITOR, THE MASTER SERVICER, THE SERVICER AND THE SECURITIES ADMINISTRATOR. 88

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

Servicer and the Securities Administrator.................................. 88

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

the Servicer or the Securities Administrator............................... 88

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

Administrator, the Master Servicer, the Servicer and Others................ 88

SECTION 6.04. Limitation on Resignation of Servicer...................................... 89

SECTION 6.05. Errors and Omissions Insurance; Fidelity Bonds............................. 89

SECTION 6.06. Limitation on Resignation of the Master Servicer........................... 90

SECTION 6.07. Assignment of Master Servicing............................................. 90

ARTICLE VII DEFAULT; TERMINATION OF SERVICER................................................. 90

SECTION 7.01. Events of Default.......................................................... 90

SECTION 7.02. Master Servicer to Act; Appointment of Successor........................... 92

SECTION 7.03. Notification to Certificateholders......................................... 93

ARTICLE VIII CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR......................... 93

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SECTION 8.01. Duties of the Trustee and the Securities Administrator..................... 93

SECTION 8.02. Certain Matters Affecting the Trustee and the Securities

Administrator.............................................................. 94

SECTION 8.03. Trustee and Securities Administrator Not Liable for Certificates

or Mortgage Loans.......................................................... 96

SECTION 8.04. Trustee and Securities Administrator May Own Certificates.................. 96

SECTION 8.05. Trustee's Fees and Expenses................................................ 96

SECTION 8.06. Indemnification and Expenses of Trustee.................................... 96

SECTION 8.07. Eligibility Requirements for Trustee....................................... 97

SECTION 8.08. Resignation and Removal of Trustee......................................... 97

SECTION 8.09. Successor Trustee.......................................................... 98

SECTION 8.10. Merger or Consolidation of Trustee......................................... 99

SECTION 8.11. Appointment of Co-Trustee or Separate Trustee.............................. 99

SECTION 8.12. Tax Matters................................................................ 100

ARTICLE IX TERMINATION....................................................................... 102

SECTION 9.01. Termination upon Liquidation or Repurchase of all Mortgage Loans........... 102

SECTION 9.02. Final Distribution on the Certificates..................................... 103

SECTION 9.03. Additional Termination Requirements........................................ 104

ARTICLE X MISCELLANEOUS PROVISIONS........................................................... 105

SECTION 10.01. Amendment.................................................................. 105

SECTION 10.02. Counterparts............................................................... 107

SECTION 10.03. Governing Law.............................................................. 107

SECTION 10.04. Intention of Parties....................................................... 107

SECTION 10.05. Notices.................................................................... 107

SECTION 10.06. Severability of Provisions................................................. 108

SECTION 10.07. Assignment................................................................. 108

SECTION 10.08. Limitation on Rights of Certificateholders................................. 110

SECTION 10.09. Inspection and Audit Rights................................................ 110

SECTION 10.10. Certificates Nonassessable and Fully Paid.................................. 111

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ARTICLE XI ADMINISTRATION AND MASTER SERVICING OF THE MORTGAGE LOANS......................... 111

SECTION 11.01. Master Servicer............................................................ 111

SECTION 11.02. Monitoring of Servicer..................................................... 112

SECTION 11.03. Fidelity Bond.............................................................. 113

SECTION 11.04. Power to Act; Procedures................................................... 113

SECTION 11.05. Documents, Records and Funds in Possession of Master Servicer To

Be Held for Trustee........................................................ 113

SECTION 11.06. Trustee to Retain Possession of Certain Insurance Policies and

Documents.................................................................. 114

SECTION 11.07. Compensation for the Master Servicer and the Securities

Administrator.............................................................. 114

SECTION 11.08. Annual Statement as to Compliance.......................................... 114

SECTION 11.09. Periodic Filings........................................................... 115

SECTION 11.10. Obligation of the Master Servicer in Respect of Prepayment

Interest Shortfalls........................................................ 116

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EXHIBIT A FORMS OF CERTIFICATES

EXHIBIT B MORTGAGE LOAN SCHEDULE

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

EXHIBIT G FORM OF INVESTMENT LETTER

EXHIBIT H FORM OF RULE 144A LETTER

EXHIBIT I 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

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

1, 2004, 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 HSBC BANK USA, NATIONAL

ASSOCIATION, 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 and (iii) 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) and (iii) 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 Seller in the Sale Agreement

and by the Depositor and the Trustee herein with respect to the Mortgage Loans

and the other property constituting the Trust Fund are for the benefit of the

Holders from time to time of the Certificates.

In consideration of the mutual agreements herein contained, the

Depositor, the 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.

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.

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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.

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(a).

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 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, the

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

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

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

as of such date of determination.

Agreement: This Pooling and Servicing Agreement and any and all

amendments or supplements hereto made in accordance with the terms herein.

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

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existing mortgage loan, the "Appraised Value" is the appraised value of the

Mortgaged Property based upon the appraisal obtained at the time of refinancing.

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

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

of the jurisdiction where the related Mortgaged Property is located to reflect

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

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

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

secured by Mortgaged Properties located in the same county.

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

Section 9.01(b) hereof.

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, 15 years or 20 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, 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.

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.

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(f) in the

name of the Trustee for the benefit of the Certificateholders and designated

"Wells Fargo Bank, N.A., as securities administrator for HSBC Bank USA, National

Association, as trustee, in trust for registered holders of First Franklin

Mortgage Loan Trust, Mortgage Loan Asset-Backed Certificates, Series 2004-FFC."

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

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

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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 Principal Distribution Amount: With respect to any Distribution

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

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

Date and (2) on or after the Stepdown Date where a Trigger Event does not exist,

the excess, if any, of (A) the sum of the Class A Certificate Principal Balance

and the Class R Certificate Principal Balance immediately prior to such

Distribution Date over (B) the lesser of (i) 27.70% 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 and Class R Certificates.

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

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

the right to distributions as set forth herein.

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

the aggregate Certificate Principal Balance of the Class A Certificates.

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

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

the Class A 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 Current Interest and Interest Carry

Forward Amount portions of any previous distributions on such Class that are

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

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

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

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 Pass-Through Rate for the related Accrual Period.

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

Optional Termination Date, 0.230% per annum and, as of any Distribution Date

after the Optional Termination Date, 0.560% per annum.

Class A Pass-Through Rate: For the first Distribution Date, 2.6475% per

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

plus the Class A Margin and (2) the Available Funds Cap for such Distribution

Date.

Class B Certificates: The Class B-1 Certificates, Class B-2

Certificates, Class B-3 Certificates and Class B-4 Certificates.

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

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

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 Current Interest and Interest Carry

Forward Amount portions of any previous distributions on such Class that are

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.

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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, 1.850% per annum and, as of any Distribution Date

after the Optional Termination Date, 2.775% per annum.

Class B-1 Pass-Through Rate: For the first Distribution Date 4.2675%

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

LIBOR plus the Class B-1 Margin and (2) 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, the Class M-3 Certificate Principal Balance and

the Class M-4 Certificate Principal Balance have been reduced to zero and a

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

if any, of (1) the sum of (A) the sum of the Class A Certificate Principal

Balance and the Class R 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 M-4 Certificate Principal

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

Distribution Amount on such Distribution Date) and (F) the Class B-1 Certificate

Principal Balance immediately prior to such Distribution Date over (2) the

lesser of (A) approximately 71.20% of the aggregate 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, provided, however, that on any Distribution Date

prior to the Stepdown Date on which 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 M-4

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

Distribution Amount for such Distribution Date will equal the lesser of (A) the

outstanding Class B-1 Certificate Principal Balance and (B) 100% of the

Principal Distribution Amount remaining after any distributions on such Class A,

Class R, Class M-1, Class M-2, Class M-3 and Class M-4 Certificates; and

provided further, however, that 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.

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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 Current Interest and Interest Carry

Forward Amount portions of any previous distributions on such Class that are

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 over (B) the amount actually distributed to the Class

B-2 Certificates with respect to 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, 1.950% per annum and, as of any Distribution Date

after the Optional Termination Date, 2.925% per annum.

Class B-2 Pass-Through Rate: For the first Distribution Date, 4.3675%

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

LIBOR plus the Class B-2 Margin and (2) 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 R Certificate Principal Balance, the Class M-1

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

Class M-3 Certificate Balance, the Class M-4 Certificate Principal Balance and

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