POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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LONG BEACH SECURITIES CORP | LONG BEACH MORTGAGE COMPANY | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 9/14/2005

POOLING AND SERVICING AGREEMENT, Parties: long beach securities corp , long beach mortgage company , deutsche bank national trust company

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EXHIBIT 4.1

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LONG BEACH SECURITIES CORP.,

Depositor

LONG BEACH MORTGAGE COMPANY,

Master Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of August 1, 2005

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Long Beach Mortgage Loan Trust 2005-WL2

Asset-Backed Certificates, Series 2005-WL2

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TABLE OF CONTENTS

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Page

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ARTICLE I DEFINITIONS........................................................................... 11

Section 1.01 Defined Terms................................................................ 11

Section 1.02 Accounting................................................................... 82

Section 1.03 Allocation of Certain Interest Shortfalls.................................... 82

Section 1.04 Rights of the NIMS Insurer................................................... 83

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES...................... 84

Section 2.01 Conveyance of Mortgage Loans................................................. 84

Section 2.02 Acceptance of REMIC 1 by the Trustee......................................... 87

Section 2.03 Cure, Repurchase or Substitution of Mortgage Loans by the Seller; Remedies

for Breaches by Depositor or Master Servicer; Remedies for Breaches

Relating to Prepayment Charges............................................... 88

Section 2.04 Representations, Warranties and Covenants of the Master Servicer............. 91

Section 2.05 Representations and Warranties of the Depositor.............................. 94

Section 2.06 Issuance of Certificates..................................................... 96

Section 2.07 Reserved..................................................................... 96

Section 2.08 Conveyance of REMIC Regular Interests and Acceptance of REMICs by the

Trustee; Issuance of Certificates............................................ 96

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS.................................. 98

Section 3.01 Master Servicer to Act as Master Servicer.................................... 98

Section 3.02 Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers....... 100

Section 3.03 Successor Sub-Servicers...................................................... 102

Section 3.04 Liability of the Master Servicer............................................. 102

Section 3.05 No Contractual Relationship Between Sub-Servicers and the NIMS Insurer,

the Trustee or Certificateholders............................................ 102

Section 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee............. 102

Section 3.07 Collection of Certain Mortgage Loan Payments................................. 103

Section 3.08 Sub-Servicing Accounts....................................................... 104

Section 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts....... 104

Section 3.10 Collection Account and Distribution Account.................................. 105

Section 3.11 Withdrawals from the Collection Account and Distribution Account............. 108

Section 3.12 Investment of Funds in the Collection Account and the Distribution Account... 110

Section 3.13 Reserved..................................................................... 111

Section 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity

Coverage..................................................................... 111

Section 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.................... 112

Section 3.16 Realization Upon Defaulted Mortgage Loans.................................... 113

Section 3.17 Trustee to Cooperate; Release of Mortgage Files.............................. 116

Section 3.18 Servicing Compensation....................................................... 117

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Section 3.19 Reports to the Trustee; Collection Account Statements........................ 118

Section 3.20 Statement as to Compliance................................................... 118

Section 3.21 Independent Public Accountants' Servicing Report............................. 119

Section 3.22 Access to Certain Documentation.............................................. 119

Section 3.23 Title, Management and Disposition of REO Property............................ 119

Section 3.24 Obligations of the Master Servicer in Respect of Prepayment Interest

Shortfalls................................................................... 123

Section 3.25 Obligations of the Master Servicer in Respect of Mortgage Rates and

Monthly Payments............................................................. 123

Section 3.26 Reserve Fund................................................................. 123

Section 3.27 Advance Facility............................................................. 125

Section 3.28 PMI Policy; Claims Under the PMI Policy...................................... 126

Section 3.29 Swap Agreement............................................................... 126

Section 3.30 Cap Agreements............................................................... 127

ARTICLE IV FLOW OF FUNDS........................................................................ 127

Section 4.01 Distributions................................................................ 127

Section 4.02 Preference Claims............................................................ 154

Section 4.03 Statements................................................................... 155

Section 4.04 Remittance Reports; Advances................................................. 159

Section 4.05 Distributions on the REMIC Regular Interests................................. 160

Section 4.06 Allocation of Realized Losses................................................ 164

Section 4.07 Compliance with Withholding Requirements..................................... 169

Section 4.08 Commission Reporting......................................................... 169

Section 4.09 Supplemental Interest Account................................................ 170

Section 4.10 Final Maturity Reserve Account............................................... 171

ARTICLE V THE CERTIFICATES...................................................................... 171

Section 5.01 The Certificates............................................................. 171

Section 5.02 Registration of Transfer and Exchange of Certificates........................ 173

Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates............................ 178

Section 5.04 Persons Deemed Owners........................................................ 178

ARTICLE VI THE MASTER SERVICER AND THE DEPOSITOR................................................ 179

Section 6.01 Liability of the Master Servicer and the Depositor........................... 179

Section 6.02 Merger or Consolidation of the Depositor or the Master Servicer.............. 179

Section 6.03 Limitation on Liability of the Depositor, the Master Servicer and Others..... 179

Section 6.04 Limitation on Resignation of Master Servicer................................. 181

Section 6.05 Rights of the Depositor, the NIMS Insurer and the Trustee in Respect of

the Master Servicer.......................................................... 181

ARTICLE VII DEFAULT............................................................................. 182

Section 7.01 Master Servicer Events of Default............................................ 182

Section 7.02 Trustee to Act; Appointment of Successor..................................... 184

Section 7.03 Notification to Certificateholders........................................... 186

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Section 7.04 Waiver of Master Servicer Events of Default.................................. 186

ARTICLE VIII THE TRUSTEE........................................................................ 187

Section 8.01 Duties of Trustee............................................................ 187

Section 8.02 Certain Matters Affecting the Trustee........................................ 188

Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans........................ 189

Section 8.04 Trustee May Own Certificates................................................. 190

Section 8.05 Trustee's Fees and Expenses.................................................. 190

Section 8.06 Eligibility Requirements for Trustee......................................... 191

Section 8.07 Resignation or Removal of Trustee............................................ 191

Section 8.08 Successor Trustee............................................................ 192

Section 8.09 Merger or Consolidation of Trustee........................................... 193

Section 8.10 Appointment of Co-Trustee or Separate Trustee................................ 193

Section 8.11 Appointment of Custodians.................................................... 194

Section 8.12 Appointment of Office or Agency.............................................. 194

Section 8.13 Representations and Warranties of the Trustee................................ 195

ARTICLE IX TERMINATION.......................................................................... 195

Section 9.01 Termination Upon Purchase or Liquidation of All Mortgage Loans............... 195

Section 9.02 Additional Termination Requirements.......................................... 198

ARTICLE X REMIC PROVISIONS...................................................................... 199

Section 10.01 REMIC Administration......................................................... 199

Section 10.02 Prohibited Transactions and Activities....................................... 203

Section 10.03 Trustee, Master Servicer and Depositor Indemnification....................... 203

ARTICLE XI MISCELLANEOUS PROVISIONS............................................................. 204

Section 11.01 Amendment.................................................................... 204

Section 11.02 Recordation of Agreement; Counterparts....................................... 205

Section 11.03 Limitation on Rights of Certificateholders................................... 206

Section 11.04 Governing Law; Jurisdiction.................................................. 207

Section 11.05 Notices...................................................................... 207

Section 11.06 Severability of Provisions................................................... 207

Section 11.07 Notice to the Rating Agencies, the Cap Provider, the Swap Counterparty

and the NIMS Insurer......................................................... 207

Section 11.08 Article and Section References............................................... 208

Section 11.09 Third-Party Beneficiaries.................................................... 209

Section 11.10 Grant of Security Interest................................................... 209

</TABLE>

iii

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Exhibits

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Exhibit A-1 Form of Class I-A1 Certificates

Exhibit A-2 Form of Class I-A2 Certificates

Exhibit A-3 Form of Class II-A1 Certificates

Exhibit A-4 Form of Class II-A2 Certificates

Exhibit A-5 Form of Class III-A1 Certificates

Exhibit A-6 Form of Class III-A1A Certificates

Exhibit A-7 Form of Class III-A2 Certificates

Exhibit A-8 Form of Class III-A3 Certificates

Exhibit A-9 Form of Class III-A4 Certificates

Exhibit A-10 Form of Class M-1 Certificates

Exhibit A-11 Form of Class M-2 Certificates

Exhibit A-12 Form of Class M-3 Certificates

Exhibit A-13 Form of Class M-4 Certificates

Exhibit A-14 Form of Class M-5 Certificates

Exhibit A-15 Form of Class M-6 Certificates

Exhibit A-16 Form of Class M-7 Certificates

Exhibit A-17 Form of Class M-8 Certificates

Exhibit A-18 Form of Class M-9 Certificates

Exhibit A-19 Form of Class M-10 Certificates

Exhibit A-20 Form of Class B-1 Certificates

Exhibit A-21 Form of Class B-2 Certificates

Exhibit A-22 Form of Class B-3 Certificates

Exhibit A-23 Form of Class C Certificates

Exhibit A-24 Form of Class P Certificates

Exhibit A-25 Form of Class R Certificates

Exhibit A-26 Form of Class R-CX Certificates

Exhibit A-27 Form of Class R-PX Certificates

Exhibit B-1 Form of Group I Senior Cap Agreement

Exhibit B-2 Form of Group II Senior Cap Agreement

Exhibit B-3 Form of Group III Senior Cap Agreement

Exhibit B-4 Form of Subordinate Cap Agreement

Exhibit C Form of Mortgage Loan Purchase Agreement

Exhibit D Mortgage Loan Schedule

Exhibit E-1 Request for Release (for Trustee/Custodian)

Exhibit E-2 Request for Release (Certificate - Mortgage Loan Paid in Full)

Exhibit E-3 Form of Mortgage Loan Assignment Agreement

Exhibit F-1 Form of Trustee's Initial Certification

Exhibit F-2 Form of Trustee's Final Certification

Exhibit G Form of Swap Agreement

Exhibit H Form of Lost Note Affidavit

Exhibit I Form of ERISA Representation

Exhibit J-1A Form of Class B Certificate Transferor Certificate

Exhibit J-1B Form of Class B Certificate Transferee Certificate

Exhibit J-2 Form of Investment Letter

Exhibit K Form of Class R Certificate, Class R-CX Certificate and

Class R-PX Certificate Transfer Affidavit

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Exhibit L Form of Transferor Certificate

Exhibit M Form of Officer's Certificate re Waiver of Prepayment Charges

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Schedules

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Schedule I Prepayment Charge Schedule

Schedule II Cap Premium Schedule

Schedule III Reserved

Schedule IV PMI Mortgage Loan Schedule (Not applicable)

</TABLE>

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This POOLING AND SERVICING AGREEMENT is dated as of August 1, 2005 (the

"Agreement"), among LONG BEACH SECURITIES CORP., as depositor (the "Depositor"),

LONG BEACH MORTGAGE COMPANY, as master servicer (the "Master Servicer") and

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the "Trustee").

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates (collectively, the

"Certificates"), to be issued hereunder in multiple classes, which in the

aggregate will evidence the entire beneficial ownership interest in the Trust

Fund created hereunder. The Certificates will consist of twenty-seven classes of

certificates, designated as (i) the Class I-A1 Certificates, (ii) the Class I-A2

Certificates, (iii) the Class II-A1 Certificates, (iv) the Class II-A2

Certificates, (v) the Class III-A1 Certificates, (vi) the Class III-A1A

Certificates, (vii) the Class III-A2 Certificates, (viii) the Class III-A3

Certificates, (ix) the Class III-A4 Certificates, (x) the Class M-1

Certificates, (xi) the Class M-2 Certificates, (xii) the Class M-3 Certificates,

(xiii) the Class M-4 Certificates, (xiv) the Class M-5 Certificates, (xv) the

Class M-6 Certificates, (xvi) the Class M-7 Certificates, (xvii) the Class M-8

Certificates, (xviii) the Class M-9 Certificates, (xix) the Class M-10

Certificates, (xx) the Class B-1 Certificates, (xxi) the Class B-2 Certificates,

(xxii) the Class B-3 Certificates, (xxiii) the Class C Certificates, (xiv) the

Class P Certificates, (xv) the Class R Certificates, (xvi) the Class R-CX

Certificates and (xvii) the Class R-PX Certificates.

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REMIC 1

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

segregated pool of assets consisting of the Mortgage Loans and certain other

related assets subject to this Agreement (exclusive of the Reserve Fund, the

Supplemental Interest Account, the Final Maturity Reserve Account and the Master

Servicer Prepayment Charge Payment Amounts) as a REMIC for federal income tax

purposes, and such segregated pool of assets will be designated as "REMIC 1."

The Class R-1 Interest shall represent the sole class of "residual interests" in

REMIC 1 for purposes of the REMIC Provisions (as defined herein) under federal

income tax law. The following table irrevocably sets forth the designation, the

Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal

Balance, and solely for purposes of satisfying Treasury regulation Section

1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC 1

Regular Interests. None of the REMIC 1 Regular Interests will be certificated.

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Initial Uncertificated

Uncertificated REMIC 1A Rate Change Assumed Final

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

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

A $2,480,144,901.49 Variable(2) N/A August, 2045

G1-A $ 35,074,510.00 Variable(2) N/A August, 2045

G1-B $ 10,212,116.83 Variable(2) N/A August, 2045

G2-A $ 67,654,800.00 Variable(2) N/A August, 2045

G2-B $ 19,698,066.96 Variable(2) N/A August, 2045

G3-A $ 110,701,000.00 Variable(2) N/A August, 2045

G3-B $ 32,231,173.04 Variable(2) N/A August, 2045

P $ 100.00 Variable(2) N/A August, 2045

</TABLE>

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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

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

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

"latest possible maturity date" for each REMIC 1 Regular Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC 1

Pass-Through Rate" herein.

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REMIC 2

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

segregated pool of assets consisting of the REMIC 1 Regular Interests and

certain other related assets subject to this Agreement (exclusive of the Reserve

Fund, the Supplemental Interest Account, the Final Maturity Reserve Account and

the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal

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

"REMIC 2." The Class R-2 Interest shall represent the sole class of "residual

interests" in REMIC 2 for purposes of the REMIC Provisions (as defined herein)

under federal income tax law. The following table irrevocably sets forth the

designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial

Uncertificated Principal Balance, and solely for purposes of satisfying Treasury

regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for

each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests

will be certificated.

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Uncertificated

REMIC 2

Initial Uncertificated Pass-Through Assumed Final

Designation Principal Balance Rate Maturity Date(1)

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

A $2,480,144,901.49 Variable(2) August, 2045

G1-SR $ 35,074,510.00 Variable(2) August, 2045

G2-SR $ 67,654,800.00 Variable(2) August, 2045

G3-SR $ 110,701,000.00 Variable(2) August, 2045

SUB-A $ 29,641,356.83 Variable(2) August, 2045

Swap $ 32,500,000.00 Variable(2) August, 2045

FMR IO N/A(3) Variable(2) August, 2045

P $ 100.00 Variable(2) August, 2045

</TABLE>

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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the month of the

maturity date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC 2 Regular

Interest.

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

Pass-Through Rate" herein.

(3) REMIC 2 Regular Interest FMR IO will not have a principal amount but

will at all times have a notional amount equal to the principal amount of all of

the REMIC 1 Regular Interests.

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REMIC 3

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

segregated pool of assets consisting of the REMIC 2 Regular Interests and

certain other related assets subject to this Agreement (exclusive of the Reserve

Fund, the Supplemental Interest Account, the Final Maturity Reserve Account and

the Master Servicer Prepayment Charge Payment Amounts) as a REMIC for federal

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

"REMIC 3." The Class R-3 Interest shall represent the sole class of "residual

interests" in REMIC 3 for purposes of the REMIC Provisions (as defined herein)

under federal income tax law. The following table irrevocably sets forth the

designation, the Uncertificated REMIC 3 Pass-Through Rate, the initial

Uncertificated Principal Balance, and solely for purposes of satisfying Treasury

regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for

each of the REMIC 3 Regular Interests. None of the REMIC 3 Regular Interests

will be certificated.

<TABLE>

Uncertificated

REMIC 1

Initial Uncertificated Pass-Through Assumed Final

Designation Principal Balance Rate Maturity Date(1)

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

AA $1,350,301,118.48 Variable(2) August, 2045

IA1 $ 1,402,980.00 Variable(2) August, 2045

IA2 $ 350,745.00 Variable(2) August, 2045

IIA1 $ 2,706,190.00 Variable(2) August, 2045

IIA2 $ 676,550.00 Variable(2) August, 2045

IIIA1 $ 1,625,000.00 Variable(2) August, 2045

IIIA1A $ 239,015.00 Variable(2) August, 2045

IIIA2 $ 2,011,675.00 Variable(2) August, 2045

IIIA3 $ 1,518,490.00 Variable(2) August, 2045

IIIA4 $ 140,870.00 Variable(2) August, 2045

M1 $ 723,375.00 Variable(2) August, 2045

M2 $ 420,245.00 Variable(2) August, 2045

M3 $ 275,570.00 Variable(2) August, 2045

M4 $ 206,680.00 Variable(2) August, 2045

M5 $ 206,680.00 Variable(2) August, 2045

M6 $ 186,010.00 Variable(2) August, 2045

M7 $ 172,230.00 Variable(2) August, 2045

M8 $ 144,675.00 Variable(2) August, 2045

M9 $ 137,785.00 Variable(2) August, 2045

M10 $ 110,230.00 Variable(2) August, 2045

B1 $ 137,785.00 Variable(2) August, 2045

B2 $ 144,675.00 Variable(2) August, 2045

B3 $ 130,895.00 Variable(2) August, 2045

ZZ $ 13,888,815.68 Variable(2) August, 2045

1GRP $ 3,507,451.00 Variable(2) August, 2045

2GRP $ 6,765,480.00 Variable(2) August, 2045

3GRP $ 11,070,100.00 Variable(2) August, 2045

SUB GRP $ 6,214,135.68 Variable(2) August, 2045

Swap IO N/A(3) Variable(2) August, 2045

FMR IO N/A(4) Variable(2) August, 2045

XX $1,350,301,117.48 Variable(2) August, 2045

P $ 100.00 Variable(2) August, 2045

</TABLE>

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----------

(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the month of the

maturity date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC 3 Regular

Interest.

(2) Calculated in accordance with the definition of "Uncertificated REMIC 3

Pass-Through Rate" herein.

(3) REMIC 3 Regular Interest Swap IO will not have a principal amount but

will at all times have a notional amount equal to the principal amount of REMIC

2 Regular Interest Swap.

(4) REMIC 3 Regular Interest FMR IO will not have a principal amount but

will at all times have a notional amount equal to the principal amount of all of

the REMIC 2 Regular Interests.

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REMIC 4

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

segregated pool of assets consisting of the REMIC 3 Regular Interests as a REMIC

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

designated as "REMIC 4." The Class R-4 Interest represents the sole class of

"residual interests" in REMIC 4 for purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class designation,

Pass-Through Rate and Original Class Certificate Principal Balance for each

Class of Certificates that represents one or more of the "regular interests" in

REMIC 4 and each class of uncertificated "regular interests" in REMIC 4:

<TABLE>

Original Class

Certificate Principal Pass-Through Assumed Final

Class Designation Balance Rate Maturity Date(1)

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

I-A1 $280,596,000.00 Variable(2) August, 2045

I-A2 $ 70,149,000.00 Variable(2) August, 2045

II-A1 $541,238,000.00 Variable(2) August, 2045

II-A2 $135,310,000.00 Variable(2) August, 2045

III-A1 $325,000,000.00 Variable(2) August, 2045

III-A1A $ 47,803,000.00 Variable(2) August, 2045

III-A2 $402,335,000.00 Variable(2) August, 2045

III-A3 $303,698,000.00 Variable(2) August, 2045

III-A4 $ 28,174,000.00 Variable(2) August, 2045

M-1 $144,675,000.00 Variable(2) August, 2045

M-2 $ 84,049,000.00 Variable(2) August, 2045

M-3 $ 55,114,000.00 Variable(2) August, 2045

M-4 $ 41,336,000.00 Variable(2) August, 2045

M-5 $ 41,336,000.00 Variable(2) August, 2045

M-6 $ 37,202,000.00 Variable(2) August, 2045

M-7 $ 34,446,000.00 Variable(2) August, 2045

M-8 $ 28,935,000.00 Variable(2) August, 2045

M-9 $ 27,557,000.00 Variable(2) August, 2045

M-10 $ 22,046,000.00 Variable(2) August, 2045

B-1 $ 27,557,000.00 Variable(2) August, 2045

B-2 $ 28,935,000.00 Variable(2) August, 2045

B-3 $ 26,179,000.00 Variable(2) August, 2045

Swap IO N/A(5) Variable(5) August, 2045

FM Reserve IO N/A(5) Variable(5) August, 2045

Class C Interest(3) $ 22,046,568.32 Variable(2) August, 2045

Class P Interest $ 100.00 N/A(4) August, 2045

</TABLE>

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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the month of the

maturity date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each Class of Certificates

or uncertificated interests that represents one or more of the "regular

interests" in REMIC 4.

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

herein.

(3) The Class C Interest will accrue interest at its variable Pass-Through

Rate on its Notional Amount outstanding from time to time, which shall equal the

aggregate of the Uncertificated Principal Balances of the REMIC 3 Regular

Interests. The Class C Interest will not accrue interest on its Uncertificated

Principal Balance.

(4) The Class P Interest will not accrue interest.

<PAGE>

(5) The interests designated "Swap IO", "Cap IO", and "FM Reserve IO" will

not have principal amounts but will bear interest on notional amounts as

specified in the definition of "Notional Amount", below. The interest rates are

calculated in accordance with Uncertificated REMIC 4 Pass-Through Rate" herein.

These interests will not be certificated. For federal income tax purposes, the

Swap IO Class will be entitled to 100% of the interest paid on REMIC 3 Regular

Interest Swap; and the FM Reserve IO interest will be entitled to 100% of the

interest paid on REMIC 3 Regular Interest FMR IO.

<PAGE>

REMIC CX

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

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

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

designated as "REMIC CX." The Class R-CX Interest will represent the sole class

of "residual interests" in REMIC CX for purposes of the REMIC Provisions (as

defined herein) under federal income tax law. The following table irrevocably

sets forth the designation, the Pass-Through Rate, initial Uncertificated

Principal Balance, and solely for purposes of satisfying Treasury regulation

Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the

REMIC CX Regular Interests.

<TABLE>

Uncertificated REMIC CX Initial Uncertificated Assumed Final

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

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

Class C Variable(2) $22,046,568.32 August 2045

</TABLE>

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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the month of the

maturity date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC CX Regular

Interest.

(2) The Class C Certificates will not accrue interest on their Certificate

Principal Balance. Instead, the monthly interest due on the Class C Certificates

will be 100% of the interest paid on the Class C Interest.

<PAGE>

REMIC PX

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

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

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

designated as "REMIC PX." The Class R-PX Interest shall represent the sole class

of "residual interests" in REMIC PX for purposes of the REMIC Provisions (as

defined herein) under federal income tax law. The following table irrevocably

sets forth the designation, the Pass-Through Rate, initial Uncertificated

Principal Balance, and solely for purposes of satisfying Treasury regulation

Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the

REMIC PX Regular Interests.

<TABLE>

Uncertificated REMIC PX Initial Uncertificated Assumed Final

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

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

Class P N/A(2) $100.00 August 2045

</TABLE>

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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the month of the

maturity date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC PX Regular

Interest.

(2) The Class P Certificates will not accrue interest.

<PAGE>

REMIC SwapX

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

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

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

designated as "REMIC SwapX." The Class R-SwapX Interest shall represent the sole

class of "residual interests" in REMIC SwapX for purposes of the REMIC

Provisions (as defined herein) under federal income tax law. The following table

irrevocably sets forth the designation, the Pass-Through Rate, initial

Uncertificated Principal Balance, and solely for purposes of satisfying Treasury

regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for

each of the REMIC SwapX Regular Interests.

<TABLE>

Uncertificated REMIC PX Initial Uncertificated Assumed Final

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

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Class Swap IO N/A(2) $0.00 August 2045

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(1) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury

regulations, the Distribution Date in the month following the month of the

maturity date for the Mortgage Loan with the latest maturity date has been

designated as the "latest possible maturity date" for each REMIC SwapX Regular

Interest.

(2) The Class Swap IO Certificate will not accrue interest on its

Certificate Principal Balance. Instead, the monthly interest due on the Class

Swap IO Certificates will be 100% of the interest paid on the Class Swap IO

Interest.

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ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement or in the Preliminary Statement, the

following words and phrases, unless the context otherwise requires, shall have

the meanings specified in this Article. Unless otherwise specified, all

calculations in respect of interest on the Class A Certificates, the Mezzanine

Certificates and the Class B Certificates shall be made on the basis of the

actual number of days elapsed on the basis of a 360-day year and all other

calculations of interest described herein shall be made on the basis of a

360-day year consisting of twelve 30-day months. The Class P Certificates and

the Residual Certificates are not entitled to distributions in respect of

interest and, accordingly, will not accrue interest.

"1933 Act": The Securities Act of 1933, as amended.

"Account": Either of the Collection Account and Distribution Account.

"Accrual Period": With respect to the Class C Certificates, the REMIC 1

Regular Interests, REMIC 2 Regular Interests, REMIC 3 Regular Interests, REMIC 4

Regular Interests and the Class C Interest, and each Distribution Date, the

calendar month prior to the month of such Distribution Date. With respect to the

Class A Certificates, the Mezzanine Certificates and the Class B Certificates,

and each Distribution Date, the period commencing on the immediately preceding

Distribution Date (or in the case of the first such Accrual Period, commencing

on the Closing Date) and ending on the day immediately preceding such

Distribution Date.

"Additional Termination Event": As defined in the Swap Agreement.

"Adjustable Rate Mortgage Loan": A Mortgage Loan which provides for an

adjustable Mortgage Rate payable with respect thereto.

"Adjusted Net Mortgage Rate": With respect to any Mortgage Loan (or the

related REO Property), as of any Distribution Date, a per annum rate of interest

equal to the Mortgage Rate for such Mortgage Loan as of the first day of the

month preceding the month in which such Distribution Date occurs, minus the sum

of (i) the Servicing Fee Rate, (ii) the PMI Insurer Fee Rate, if applicable, and

(iii) the Trustee Fee Rate.

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

date, on which the Mortgage Rate of such Mortgage Loan changes pursuant to the

related Mortgage Note. The first Adjustment Date following the Cut-off Date as

to each Adjustable Rate Mortgage Loan is set forth in the Mortgage Loan

Schedule.

"Advance": As to any Mortgage Loan or REO Property, any advance made by the

Master Servicer in respect of any Distribution Date pursuant to Section 4.04.

"Advancing Person": As defined in Section 3.27 hereof.

"Adverse REMIC Event": As defined in Section 10.01(f) hereof.

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"Affiliate": With respect to any Person, any other Person controlling,

controlled by or under common control with such Person. For 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 "controlling" and "controlled" shall have meanings

correlative to the foregoing.

"Aggregate Final Maturity Reserve Amount": With respect any Distribution

Date, the sum of the Group I Final Maturity Reserve Amount, the Group II Final

Maturity Reserve Amount and the Group III Final Maturity Reserve Amount.

"Agreement": This Pooling and Servicing Agreement and all amendments hereof

and supplements hereto.

"Allocated Realized Loss Amount": With respect to any Distribution Date and

any Class of the Class I-A2 Certificates, the Class II-A2 Certificates, the

Class III-A1A Certificates, the Mezzanine Certificates and the Class B

Certificates, an amount equal to (a) the sum of (i) any Realized Losses

allocated to such Class of Certificates on such Distribution Date and (ii) any

Allocated Realized Loss Amount for such Class of Certificates remaining unpaid

from the previous Distribution Date less (b) any Allocated Realized Loss Amounts

that have been reinstated with respect to such Class of Certificates on prior

Distribution Dates due to Subsequent Recoveries.

"Appraised Value": With respect to any Mortgaged Property, the value

thereof as determined by an appraisal made for the originator of the related

Mortgage Loan at the time of origination of such Mortgage Loan by an appraiser

who met the minimum requirements of Fannie Mae.

"Assignment": An assignment of Mortgage, notice of transfer or equivalent

instrument, in recordable form (excepting therefrom, if applicable, the mortgage

recordation information which has not been required pursuant to Section 2.01

hereof or returned by the applicable recorder's office), which is sufficient

under the laws of the jurisdiction in which the related Mortgaged Property is

located to reflect of record the sale of the Mortgage.

"Available Funds": With respect to any Distribution Date, an amount

equal to the excess of (i) the sum of (a) the aggregate of the Monthly Payments

on the Mortgage Loans due on the related Due Date and received on or prior to

the related Determination Date, (b) Liquidation Proceeds, Insurance Proceeds,

Principal Prepayments, Gross Subsequent Recoveries and other unscheduled

recoveries of principal and interest in respect of the Mortgage Loans during the

related Prepayment Period (other than any Prepayment Charges collected by the

Master Servicer in connection with the full or partial prepayment of any of the

Mortgage Loans, any Master Servicer Prepayment Charge Payment Amount in

connection with the Mortgage Loans and any Prepayment Interest Excess), (c) the

aggregate of any amounts received in respect of an REO Property acquired in

respect of a Mortgage Loan withdrawn from any REO Account and deposited in the

Collection Account for such Distribution Date, (d) the aggregate of any amounts

deposited in the Collection Account by the Master Servicer in respect of related

Prepayment Interest Shortfalls on the Mortgage Loans for such Distribution Date,

(e) the aggregate of any Advances made by the Master Servicer or the Trustee for

such Distribution Date with respect to the Mortgage Loans, (f) the aggregate of

any related advances made by or on behalf of the

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Trustee for such Distribution Date with respect to the Mortgage Loans pursuant

to Section 7.02(b) and (g) the aggregate of any amounts constituting proceeds of

repurchases or substitutions of the Mortgage Loans occurring during the related

Prepayment Period over (ii) the sum, without duplication, of (a) amounts

reimbursable or payable to the Depositor, the Master Servicer, the Trustee, the

Seller, the NIMS Insurer or any Sub-Servicer pursuant to Section 3.11 or Section

3.12 in respect of the Mortgage Loans or otherwise payable in respect of

Extraordinary Trust Fund Expenses, (b) amounts deposited in the Collection

Account or the Distribution Account pursuant to clauses (i)(a) through (g)

above, as the case may be, in error, (c) Stayed Funds, (d) any Trustee Fee

pursuant to Section 8.05 and any indemnification payments or expense

reimbursements made by the Trust Fund pursuant to Section 8.05, (e) the PMI

Insurer Fee payable from the Distribution Account and (f) amounts reimbursable

to the Trustee for an advance made pursuant to Section 7.02(b) which advance the

Trustee has determined to be nonrecoverable from the Stayed Funds in respect of

which it was made.

"Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11 of the

United States Code), as amended.

"Bankruptcy Loss": With respect to any Mortgage Loan, a Realized Loss

resulting from a Deficient Valuation or Debt Service Reduction.

"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 5.02 hereof). On the Closing Date, the

Class A Certificates, the Mezzanine Certificates and the Class B Certificates

shall be Book-Entry Certificates.

"Book-Entry Custodian": The custodian appointed pursuant to Section

5.01(b).

"Business Day": Any day other than a Saturday, a Sunday or a day on which

banking or savings institutions in the State of California, the State of

Delaware, the State of New York, the State of Washington, or in the city in

which the Corporate Trust Office of the Trustee is located, are authorized or

obligated by law or executive order to be closed.

"Calculation Period": As such term is defined in the Swap Agreement.

"Cap Agreements": The Group I Senior Cap Agreement, the Group II Senior Cap

Agreement, the Group III Senior Cap Agreement and the Subordinate Cap Agreement.

"Cap Provider": Credit Suisse First Boston International.

"Certificate": Any Regular Certificate or Residual Certificate.

"Certificate Margin": With respect to the Class I-A1 Certificates on each

Distribution Date (A) on or prior to the Optional Termination Date, 0.26% per

annum and (B) after the Optional Termination Date, 0.52% per annum. With respect

to the Class I-A2 Certificates on each Distribution Date (A) on or prior to the

Optional Termination Date, 0.30% per annum and

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(B) after the Optional Termination Date, 0.60% per annum. With respect to the

Class II-A1 Certificates on each Distribution Date (A) on or prior to the

Optional Termination Date, 0.25% per annum and (B) after the Optional

Termination Date, 0.50% per annum. With respect to the Class II-A2 Certificates

on each Distribution Date (A) on or prior to the Optional Termination Date,

0.31% per annum and (B) after the Optional Termination Date, 0.62% per annum.

With respect to the Class III-A1 Certificates on each Distribution Date (A) on

or prior to the Optional Termination Date, 0.18% per annum and (B) after the

Optional Termination Date, 0.36% per annum. With respect to the Class III-A1A

Certificates on each Distribution Date (A) on or prior to the Optional

Termination Date, 0.32% per annum and (B) after the Optional Termination Date,

0.64% per annum. With respect to the Class III-A2 Certificates on each

Distribution Date (A) on or prior to the Optional Termination Date, 0.11% per

annum and (B) after the Optional Termination Date, 0.22% per annum. With respect

to the Class III-A3 Certificates on each Distribution Date (A) on or prior to

the Optional Termination Date, 0.27% per annum and (B) after the Optional

Termination Date, 0.54% per annum. With respect to the Class III-A4 Certificates

on each Distribution Date (A) on or prior to the Optional Termination Date,

0.37% per annum and (B) after the Optional Termination Date, 0.74% per annum.

With respect to the Class M-1 Certificates on each Distribution Date (A) on or

prior to the Optional Termination Date, 0.47% per annum and (B) after the

Optional Termination Date, 0.705% per annum. With respect to the Class M-2

Certificates on each Distribution Date (A) on or prior to the Optional

Termination Date, 0.49% per annum and (B) after the Optional Termination Date,

0.735% per annum. With respect to the Class M-3 Certificates on each

Distribution Date (A) on or prior to the Optional Termination Date, 0.52% per

annum and (B) after the Optional Termination Date, 0.78% per annum. With respect

to the Class M-4 Certificates on each Distribution Date (A) on or prior to the

Optional Termination Date, 0.61% per annum and (B) after the Optional

Termination Date, 0.915% per annum. With respect to the Class M-5 Certificates

on each Distribution Date (A) on or prior to the Optional Termination Date,

0.64% per annum and (B) after the Optional Termination Date, 0.96% per annum.

With respect to the Class M-6 Certificates on each Distribution Date (A) on or

prior to the Optional Termination Date, 0.72% per annum and (B) after the

Optional Termination Date, 1.08% per annum. With respect to the Class M-7

Certificates on each Distribution Date (A) on or prior to the Optional

Termination Date, 1.20% per annum and (B) after the Optional Termination Date,

1.80% per annum. With respect to the Class M-8 Certificates on each Distribution

Date (A) on or prior to the Optional Termination Date, 1.40% per annum and (B)

after the Optional Termination Date, 2.10% per annum. With respect to the Class

M-9 Certificates on each Distribution Date (A) on or prior to the Optional

Termination Date, 1.80% per annum and (B) after the Optional Termination Date,

2.70% per annum. With respect to the Class M-10 Certificates on each

Distribution Date (A) on or prior to the Optional Termination Date, 2.50% per

annum and (B) after the Optional Termination Date, 3.75% per annum. With respect

to the Class B-1 Certificates on each Distribution Date (A) on or prior to the

Optional Termination Date, 2.50% per annum and (B) after the Optional

Termination Date, 3.75% per annum. With respect to the Class B-2 Certificates on

each Distribution Date (A) on or prior to the Optional Termination Date, 2.00%

per annum and (B) after the Optional Termination Date, 3.00% per annum. With

respect to the Class B-3 Certificates on each Distribution Date (A) on or prior

to the Optional Termination Date, 2.50% per annum and (B) after the Optional

Termination Date, 3.75% per annum.

"Certificate Owner": With respect to each Book-Entry Certificate, any

beneficial owner thereof.

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"Certificate Principal Balance": With respect to any Class A Certificates,

Mezzanine Certificates, Class B Certificates or Class P Certificates immediately

prior to any Distribution Date, an amount equal to the Initial Certificate

Principal Balance thereof reduced by the sum of all amounts actually distributed

in respect of principal of such Class and, in the case of a Class I-A2

Certificate, Class II-A2 Certificate and Class III-A1A Certificate, Mezzanine

Certificate or Class B Certificate, Realized Losses allocated thereto on all

prior Distribution Dates and, in the case of a Class I-A2 Certificate, Class

II-A2 Certificate and Class III-A1A Certificate, Mezzanine Certificate or Class

B Certificate, increased by the Allocated Realized Loss Amounts reinstated

thereto on all prior Distribution Dates due to Subsequent Recoveries. With

respect to any Class C Certificates as of any date of determination, an amount

equal to the Uncertificated Principal Balance of the Class C Interest. The

Residual Certificates will not have a Certificate Principal Balance.

"Certificate Register": The register established and maintained pursuant to

Section 5.02 hereof.

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

registered in the Certificate Register, except that a Disqualified Organization

or a Non-United States Person shall not be a Holder of a Residual Certificate

for any purposes hereof and, solely for the purposes of giving any consent,

direction or taking any other action pursuant to this Agreement, any Certificate

registered in the name of the Depositor or the Master Servicer or any Affiliate

thereof shall be deemed not to be outstanding and the Voting Rights to which it

is entitled shall not be taken into account in determining whether the requisite

percentage of Voting Rights necessary to effect any such consent, direction or

other action has been obtained, except as otherwise provided in Section 11.01.

The Trustee and the NIMS Insurer may conclusively rely upon a certificate of the

Depositor or the Master Servicer in determining whether a Certificate is held by

an Affiliate thereof. All references herein to "Holders" or "Certificateholders"

shall reflect the rights of Certificate Owners as they may indirectly exercise

such rights through the Depository and participating members thereof, except as

otherwise specified herein; provided, however, that the Trustee and the NIMS

Insurer shall be required to recognize as a "Holder" or "Certificateholder" only

the Person in whose name a Certificate is registered in the Certificate

"Class": Collectively, Certificates which have the same priority of payment

and bear the same class designation and the form of which is identical except

for variation in the Percentage Interest evidenced thereby.

"Class I-A1 Certificate": Any one of the Class I-A1 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-1 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class I-A2 Certificate": Any one of the Class I-A2 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-2 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

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"Class II-A1 Certificate": Any one of the Class II-A1 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-3 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class II-A2 Certificate": Any one of the Class II-A2 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-4 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class III-A1 Certificate": Any one of the Class III-A1 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-5 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class III-A1 LIBOR": With respect to any Distribution Date, is the rate

for deposits in U.S. dollars for a period of one-month that is calculated under

the Swap Agreement for the related Swap Payment Date calculated in accordance

with USD-LIBOR-BBA.

"Class III-A1A Certificate": Any one of the Class III-A1A Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-6 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class III-A2 Certificate": Any one of the Class III-A2 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-7 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class III-A3 Certificate": Any one of the Class III-A3 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-8 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class III-A4 Certificate": Any one of the Class III-A4 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-9 executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

"Class A Certificates": The Group I Senior Certificates, the Group II

Senior Certificates and the Group III Senior Certificates.

"Class A Principal Distribution Amount": With respect to any Distribution

Date on or after the Stepdown Date and on which a Trigger Event is not in

effect, the sum of the Group I Senior Principal Distribution Amount, the Group

II Senior Principal Distribution Amount and the Group III Senior Principal

Distribution Amount.

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

Certificates and the Class B-3 Certificates.

"Class B-1 Certificate": Any one of the Class B-1 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-20, executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

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

Date on or after the Stepdown Date and on which a Trigger Event is not in

effect, the amount equal to the lesser of (I) the aggregate Certificate

Principal Balance of the Class B-1 Certificates immediately prior to such

Distribution Date and (II) the excess of (x) the sum of (i) the aggregate

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

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

Distribution Date), (ii) the aggregate Certificate Principal Balance of the

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

Principal Distribution Amount on such Distribution Date), (iii) the aggregate

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

account the payment of the Class M-2 Principal Distribution Amount on such

Distribution Date), (iv) the aggregate Certificate Principal Balance of the

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

Principal Distribution Amount on such Distribution Date), (v) the aggregate

Certificate Principal Balance of the Class M-4 Certificates (after taking into

account the payment of the Class M-4 Principal Distribution Amount on such

Distribution Date), (vi) the aggregate Certificate Principal Balance of the

Class M-5 Certificates (after taking into account the payment of the Class M-5

Principal Distribution Amount on such Distribution Date), (vii) the aggregate

Certificate Principal Balance of the Class M-6 Certificates (after taking into

account the payment of the Class M-6 Principal Distribution Amount on such

Distribution Date), (viii) the aggregate Certificate Principal Balance of the

Class M-7 Certificates (after taking into account the payment of the Class M-7

Principal Distribution Amount on such Distribution Date), (ix) the aggregate

Certificate Principal Balance of the Class M-8 Certificates (after taking into

account the payment of the Class M-8 Principal Distribution Amount on such

Distribution Date), (x) the aggregate Certificate Principal Balance of the Class

M-9 Certificates (after taking into account the payment of the Class M-9

Principal Distribution Amount on such Distribution Date), (xi) the aggregate

Certificate Principal Balance of the Class M-10 Certificates (after taking into

account the payment of the Class M-10 Principal Distribution Amount on such

Distribution Date) and (xii) the aggregate Certificate Principal Balance of the

Class B-1 Certificates immediately prior to such Distribution Date over (y) the

lesser of (A) the product of (i) 94.40% and (ii) the aggregate Stated Principal

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

(after giving effect to scheduled payments of principal due during the related

Due Period, to the extent received or advanced, and unscheduled collections of

principal received during the related Prepayment Period) and (B) the aggregate

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

Due Period (after giving effect to scheduled payments of principal due during

the related Due Period, to the extent received or advanced, and unscheduled

collections of principal received during the related Prepayment Period) minus

the Overcollateralization Floor.

"Class B-2 Certificate": Any one of the Class B-2 Certificates as

designated on the face thereof substantially in the form annexed hereto as

Exhibit A-21, executed, authenticated and delivered by the Trustee, representing

the right to distributions as set forth herein and therein and evidencing a

regular interest in REMIC 4.

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

Date on or after the Stepdown Date and on which a Trigger Event is not in

effect, the amount equal to the lesser of (I) the aggregate Certificate

Principal Balance of the Class B-2 Certificates immediately prior to such