POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: Delaware Date: 10/14/2005

WACHOVIA MORTGAGE LOAN TRUST, LLC

Depositor

WACHOVIA BANK, NATIONAL ASSOCIATION

Certificate Administrator

HOMEQ SERVICING CORPORATION

Servicer

U.S. BANK NATIONAL ASSOCIATION

Trustee

and

WACHOVIA BANK, NATIONAL ASSOCIATION

Custodian

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

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 2005

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

WACHOVIA MORTGAGE LOAN TRUST

MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2005-WMC1

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TABLE OF CONTENTS

PAGE

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

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND

WARRANTIES..................................................41

SECTION 2.01. Conveyance of Mortgage Loans.....................41

SECTION 2.02. Acceptance by the Trustee of the Mortgage

Loans............................................45

SECTION 2.03. Representations, Warranties and Covenants of the

Depositor........................................46

SECTION 2.04. Representations and Warranties of the Servicer;

Representations and Warranties of the

Certificate Administrator........................50

SECTION 2.05. Substitutions and Repurchases of Mortgage Loans

which are not "Qualified

Mortgages".......................................53

SECTION 2.06. Authentication and Delivery of

Certificates.....................................53

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

SECTION 2.08. [RESERVED].......................................57

SECTION 2.09. Covenants of the Servicer........................57

SECTION 2.10. [RESERVED].......................................57

SECTION 2.11. Permitted Activities of the Trust................57

ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..............57

SECTION 3.01. Servicer to Service Mortgage Loans...............57

SECTION 3.02. Servicing and Subservicing; Enforcement of

the Obligations of Servicer......................60

SECTION 3.03. Rights of the Depositor, the Certificate

Administrator and the Trustee in Respect of the

Servicer.........................................60

SECTION 3.04. [Reserved].......................................60

SECTION 3.05. Collection of Mortgage Loan Payments; Collection

Account; Certificate Account.....................61

SECTION 3.06. Collection of Taxes, Assessments and Similar

Items; Escrow Accounts..........................65

SECTION 3.07. Access to Certain Documentation and Information

Regarding the Mortgage Loans.....................65

SECTION 3.08. Permitted Withdrawals from the Collection

Account and Certificate Account..................65

SECTION 3.09. [RESERVED].......................................67

SECTION 3.10. Maintenance of Hazard Insurance..................67

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

Agreements.......................................68

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TABLE OF CONTENTS

(continued)

PAGE

SECTION 3.12. Realization Upon Defaulted Mortgage Loans;

Determination of Excess Proceeds.................69

SECTION 3.13. Custodian to Cooperate; Release of Mortgage

Files............................................73

SECTION 3.14. Documents, Records and Funds in Possession of

Servicer to be Held for the Trustee..............74

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

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

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

SECTION 3.18. Annual Independent Public Accountants' Servicing

Statement; Financial Statements..................75

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

SECTION 3.20. [RESERVED].......................................76

SECTION 3.21. Annual Certificate by Certificate

Administrator....................................76

SECTION 3.22. Annual Certificate by Servicer...................76

SECTION 3.23. Prepayment Charge Reporting Requirements.........77

SECTION 3.24. Information to the Certificate Administrator.....77

SECTION 3.25. Indemnification..................................77

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

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

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

SECTION 4.02. Reduction of Servicing Compensation in

Connection with Prepayment Interest Shortfalls...80

SECTION 4.03. Distributions on the REMIC Interests.............81

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

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

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

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

SECTION 5.02. Certificate Register; Registration of Transfer

and Exchange of Certificates.....................90

SECTION 5.03. Mutilated, Destroyed, Lost or Stolen

Certificates.....................................94

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

SECTION 5.05. Access to List of Certificateholders' Names and

Addresses........................................94

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

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

iii

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TABLE OF CONTENTS

(continued)

PAGE

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

SECTION 5.09. Maintenance of Office or Agency..................96

ARTICLE VI THE DEPOSITOR, THE SERVICER AND THE CERTIFICATE

ADMINISTRATOR...............................................96

SECTION 6.01. Respective Liabilities of the Depositor, the

Servicer and the Certificate Administrator.......96

SECTION 6.02. Merger or Consolidation of the Depositor, the

Servicer or the Certificate Administrator........96

SECTION 6.03. Limitation on Liability of the Depositor, the

Certificate Administrator, the Servicer and

Others...........................................97

SECTION 6.04. Limitation on Resignation of Servicer............98

SECTION 6.05. Errors and Omissions Insurance; Fidelity

Bonds............................................98

ARTICLE VII DEFAULT; TERMINATION OF SERVICER............................99

SECTION 7.01. Events of Default................................99

SECTION 7.02. Servicer Trigger Event..........................101

SECTION 7.03. Appointment of Successor........................102

SECTION 7.04. Notification to Certificateholders..............103

ARTICLE VIII CONCERNING THE TRUSTEE and the CERTIFICATE administrator...103

SECTION 8.01. Duties of the Trustee and the Certificate

Administrator...................................103

SECTION 8.02. Certain Matters Affecting the Trustee and the

Certificate Administrator.......................105

SECTION 8.03. Trustee and Certificate Administrator Not

Liable for Certificates or Mortgage Loans.......106

SECTION 8.04. Trustee and Certificate Administrator May Own

Certificates....................................106

SECTION 8.05. Trustee's Fees and Expenses.....................106

SECTION 8.06. Indemnification and Expenses of Trustee.........107

SECTION 8.07. Eligibility Requirements for Trustee............108

SECTION 8.08. Resignation and Removal of Trustee..............108

SECTION 8.09. Successor Trustee...............................109

SECTION 8.10. Merger or Consolidation of Trustee..............109

SECTION 8.11. Appointment of Co-Trustee or Separate Trustee...109

SECTION 8.12. Tax Matters.....................................110

ARTICLE IX TERMINATION................................................113

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TABLE OF CONTENTS

(continued)

PAGE

SECTION 9.01. Termination upon Liquidation or Repurchase of

all Mortgage Loans..............................113

SECTION 9.02. Final Distribution on the Certificates..........113

SECTION 9.03. Additional Termination Requirements.............114

ARTICLE X MISCELLANEOUS PROVISIONS...................................115

SECTION 10.01. Amendment.......................................115

SECTION 10.02. Counterparts....................................117

SECTION 10.03. Governing Law...................................117

SECTION 10.04. Intention of Parties............................117

SECTION 10.05. Notices.........................................117

SECTION 10.06. Severability of Provisions......................118

SECTION 10.07. Assignment......................................118

SECTION 10.08. Limitation on Rights of Certificateholders......118

SECTION 10.09. Inspection and Audit Rights.....................119

SECTION 10.10. Certificates Nonassessable and Fully Paid.......119

SECTION 10.11. Third Party Rights..............................120

SECTION 10.12. Additional Rights of the NIMs Insurer...........120

SECTION 10.13. Assignment; Sales; Advance Facilities...........120

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TABLE OF CONTENTS

(continued)

PAGE

EXHIBIT A FORMS OF CERTIFICATES

EXHIBIT B MORTGAGE LOAN SCHEDULE

EXHIBIT C [RESERVED]

EXHIBIT D FORM OF CUSTODIAN CERTIFICATION

EXHIBIT E-1 FORM OF TRANSFEREE'S LETTER AND AFFIDAVIT

EXHIBIT E-2 FORM OF TRANSFEROR'S AFFIDAVIT

EXHIBIT F FORM OF TRANSFEROR CERTIFICATE

EXHIBIT G FORM OF INVESTMENT LETTER (ACCREDITED INVESTOR)

EXHIBIT H FORM OF RULE 144A LETTER (QUALIFIED INSTITUTIONAL

BUYER)

EXHIBIT I FORM OF REQUEST FOR RELEASE

EXHIBIT J FORM OF REGULATION S LETTER

EXHIBIT K FORM OF OFFICER'S CERTIFICATE OF CERTIFICATE

ADMINISTRATOR

EXHIBIT L FORM OF OFFICER'S CERTIFICATE OF SERVICER

EXHIBIT M FORM OF SWAP AGREEMENT

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

1, 2005, among WACHOVIA MORTGAGE LOAN TRUST, LLC, a Delaware limited liability

company, as depositor (the "Depositor"), WACHOVIA BANK, NATIONAL ASSOCIATION,

a national banking association, as certificate administrator (the "Certificate

Administrator") and custodian (the "Custodian"), HOMEQ SERVICING CORPORATION, a

New Jersey corporation, as servicer (the "Servicer"), and U.S. BANK 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 (i) two real estate mortgage investment conduits,

(ii) the right to receive payments distributable to the Class P Certificates

pursuant to Section 4.04(b)(i) hereof, (iii) the Swap Agreement and the

Supplemental Interest Trust and (iv) the grantor trusts described in Section

2.07 hereof. The Lower Tier REMIC will consist of all of the assets constituting

the Trust Fund (other than the assets described in clauses (ii), (iii) and (iv)

above and the Lower Tier REMIC Regular Interests) and will be evidenced by the

Lower Tier REMIC Regular Interests (which will be uncertificated and will

represent the "regular interests" in the Lower Tier REMIC) and the Class LTR

Interest as the single "residual interest" in the Lower Tier REMIC. The Trustee

will hold the Lower Tier REMIC Regular Interests. The Upper Tier REMIC will

consist of the Lower Tier REMIC Regular Interests and will be evidenced by the

REMIC Regular Interests (which will represent the "regular interests" in the

Upper Tier REMIC) and the Residual Interest as the single "residual interest" in

the Upper Tier REMIC. The Class R Certificate will represent beneficial

ownership of the Class LTR Interest and the Residual Interest. The "latest

possible maturity date" for federal income tax purposes of all interests created

hereby will be the Latest Possible Maturity Date.

All covenants and agreements made by the Transferor in the Transfer

Agreement, by the Seller in the Sale Agreement and by the Depositor and the

Trustee herein with respect to the Mortgage Loans and the other property

constituting the Trust Fund are for the benefit of the Holders from time to time

of the Certificates and, to the extent provided herein, the NIMs Insurer.

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

the Certificate 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 Servicing Practices: The Servicer's normal servicing practices,

which will conform to the mortgage servicing practices of prudent mortgage

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

same type as the Mortgages Loans in the jurisdictions in which the related

Mortgaged Properties (or Underlying Mortgaged Properties in the case of Co-op

Loans) are located.

Accrual Period: With respect to each Class of Certificates and the

Lower Tier REMIC Interests and any Distribution Date, the period commencing on

the immediately preceding Distribution Date (or, in the case of the first

Distribution Date, the Closing Date) and ending on the day immediately preceding

such Distribution Date. All calculations of interest on each Class of

Certificates and the Lower Tier REMIC Interests will be made on the basis of the

actual number of days elapsed in the related Accrual Period and a 360 day year.

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

Loan Schedule as having a Mortgage Rate which is adjustable.

Adjustment Date: As to each Adjustable Rate Mortgage Loan, each date on

which the related Mortgage Rate is subject to adjustment, as provided in the

related Mortgage Note.

Advance: The aggregate of the advances required to be made by the

Servicer with respect to any Distribution Date pursuant to Section 4.01, the

amount of any such advances being equal to the sum of the aggregate amount of

all scheduled payments of principal and interest (net of the Servicing Fee) 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 (other

than the principal portion of any Balloon Amount), 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 (x) which is a second

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

obligation to make advances shall be limited to payments of interest.

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

10.07.

Advance Facility Notice: As defined in Section 10.13(b).

Advance Financing Person: As defined in Section 10.13(a).

Advance Reimbursement Amount: As defined in Section 10.13(a).

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

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

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

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

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

"controlled" have meanings correlative to the foregoing.

Aggregate Certificate Principal Balance: For any date of determination,

the sum of the Class A-1 Certificate Principal Balance, the Class A-2

Certificate Principal Balance, the Class A-3 Certificate Principal Balance, the

Class A-4 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 M-5 Certificate Principal Balance, the

Class M-6 Certificate Principal Balance, the Class M-7 Certificate Principal

Balance, the Class M-8 Certificate Principal Balance, the Class M-9 Certificate

Principal Balance, the Class M-10 Certificate Principal Balance and the Class

M-11 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 X 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 (or the related

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residential dwelling unit in the Underlying Mortgaged Property in the case of a

Co-op Loan), the "Appraised Value" of a Mortgaged Property (or the related

residential dwelling unit in the Underlying Mortgaged Property in the case of a

Co-op Loan) 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

(or the related residential dwelling unit in the Underlying Mortgaged Property

in the case of a Co-op Loan) at such time of origination. With respect to a

Mortgage Loan the proceeds of which were used to refinance an existing mortgage

loan, the "Appraised Value" is the appraised value of the Mortgaged Property (or

the related residential dwelling unit in the Underlying Mortgaged Property in

the case of a Co-op Loan) based upon the appraisal obtained at the time of

refinancing.

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

(or UCC-3 assignment (or equivalent instrument) with respect to each Co-op Loan)

or equivalent instrument, in recordable form (except in the case of a Co-op

Loan) (except for the name of the assignee if such Mortgage Loan is endorsed in

blank), sufficient under the laws of the jurisdiction where the related

Mortgaged Property (or Underlying Mortgaged Property, in the case of a Co-op

Loan) 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.

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

Certificates, a per annum rate equal to the excess of (A) the product of (i) 30

divided by the actual number of days in the related Accrual Period, (ii) the

aggregate principal balance of the Mortgage Loans as of the beginning of the

related Due Period, divided by the aggregate Certificate Principal Balance of

the Offered Certificates and the Class M-10 Certificates immediately prior to

such Distribution Date and (iii) the weighted average of the Net Mortgage Rates

on the Mortgage Loans for the related Due Period, weighted on the basis of the

principal balances thereof as of the beginning of the related Due Period (after

giving effect to principal prepayments in the related Prepayment Period) over

(B) the product of (i) 360 divided by the actual number of days in the related

Accrual Period and (ii) any amounts owed to the Swap Counterparty (other than

Defaulted Swap Termination Payments) for the related Distribution Date, divided

by the aggregate Certificate Principal Balance of the Offered Certificates and

the Class M-10 Certificates immediately prior to such Distribution Date.

Available Funds Cap Carryover: With respect to a Distribution Date, in the

event that the Pass-Through Rate for a class of Offered Certificates or Class

M-10 Certificates is based upon the Available Funds Cap, the excess of (1) the

amount of interest that such class would have been entitled to receive on such

Distribution Date had the Pass-Through Rate for that class not been calculated

based on the Available Funds Cap, up to but not exceeding the Maximum Rate Cap

over (2) the amount of interest such class was entitled to receive on such

Distribution Date based on the Available Funds Cap together with (A) the unpaid

portion of any such excess from prior Distribution Dates (and interest accrued

thereon at the then applicable Pass-Through Rate for such class, without giving

effect to the Available Funds Cap) and (B) any amount previously distributed

with respect to Available Funds Cap Carryover for such class that is recovered

as a voidable preference by a trustee in bankruptcy.

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

of approximately 15 years which provides for level monthly payments of principal

and interest based on a 30-year amortization schedule, with a balloon payment

of the remaining outstanding principal balance due on such Mortgage Loan at its

stated maturity.

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

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

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

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

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

Depository and as described in

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Section 5.06). As of the Closing Date, each of the Class A (other than the Class

R Certificate) and Class M Certificates constitutes a Class of Book-Entry

Certificates.

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

29, 2005 between WMC and the Seller.

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

on which banking institutions in the State of California, State of Minnesota,

State of North Carolina or 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

Certificate Administrator and authenticated by the Certificate Administrator in

substantially the forms attached hereto as Exhibit A.

Certificate Account: The separate Eligible Account created and maintained

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

Certificate Administrator on behalf of the Trustee for the benefit of the

Certificateholders and designated "Wachovia Bank, National Association, in trust

for registered holders of Wachovia Mortgage Loan Trust, Mortgage Loan

Asset-Backed Certificates, Series 2005-WMC1." Funds in the Certificate Account

shall be held in trust for the Certificateholders for the uses and purposes set

forth in this Agreement.

Certificate Administrator: Wachovia Bank, National Association, a national

banking association, or any successor in interest.

Certificate Administrator Fee: The monthly fee paid to the Certificate

Administrator from interest collected with respect to each Mortgage Loan (as

well as from any liquidation proceeds from a liquidated Mortgage Loan that are

applied to accrued and unpaid interest) generally equal to the product of (a)

one-twelfth of the Certificate Administrator Fee Rate and (b) the Stated

Principal Balance of such Mortgage Loan. The Certificate Administrator is also

entitled to investment income earned on amounts on deposit in the Certificate

Account.

Certificate Administrator Fee Rate: 0.005% per annum.

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 class of Offered Certificate, the

Class M-10 Certificates and the Class X Certificates 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 X 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 X 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

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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; provided that neither the Certificate Administrator nor the Trustee

shall be responsible for knowing that any Certificate is registered in the name

of such an affiliate unless one of its Responsible Officers has actual

knowledge.

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

in Section 5.01 hereof.

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

the sum of the Class A-1 Certificate Principal Balance, the Class A-2

Certificate Principal Balance, the Class A-3 Certificate Principal Balance and

the Class A-4 Certificate Principal Balance.

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

Certificates, the Class A-3 Certificates and the Class A-4 Certificates.

Class A Principal Distribution Amount: With respect to any Distribution

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

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

Distribution Date and (2) on or after the Stepdown Date where a Stepdown Trigger

Event does not exist, the excess of (A) the Class A Certificate Principal

Balance immediately prior to such Distribution Date over (B) the lesser of (i)

55.10% of the Stated Principal Balance of the Mortgage Loans as of the end of

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

Balance of the Mortgage Loans as of the end of the immediately preceding Due

Period over the Minimum Required Overcollateralization Amount provided, however,

that in no event will the Class A Principal Distribution Amount with respect to

any Distribution Date exceed the aggregate Certificate Principal Balance of the

Class A Certificates.

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

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

the right to distributions as set forth herein.

Class A-1 Certificate Principal Balance: As of any date of

determination, the aggregate Certificate Principal Balance of the Class A-1

Certificates.

Class A-1 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-1 Pass-Through Rate on

the Class A-1 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-1 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-1 Certificates. For

purposes of calculating interest, principal distributions on a Distribution Date

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<PAGE>

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

such Distribution Date occurs.

Class A-1 Interest Carry Forward Amount: As of any Distribution Date,

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

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

A-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 A-1 Pass-Through Rate for the related Accrual Period.

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

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

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

Class A-1 Pass-Through Rate: For the first Distribution Date, 3.940%

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

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

Funds Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

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

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

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

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

the Class A-2 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-2 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-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 A-2 Interest Carry Forward Amount: As of any Distribution Date, the

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

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

A-2 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

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

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

Optional Termination Date for the Certificates, 0.180% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.360% per annum.

Class A-2 Pass-Through Rate: For the first Distribution Date, 4.010%

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

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

Funds Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

Class A-3 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-3 Certificates.

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Class A-3 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-3 Pass-Through Rate on

the Class A-3 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-3 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-3 Certificates. For

purposes of calculating interest, principal distributions on a Distribution Date

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

such Distribution Date occurs.

Class A-3 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-3 Current Interest with respect to

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

A-3 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-3 Pass-Through Rate for the related Accrual Period.

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

Optional Termination Date for the Certificates 0.260% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.520% per annum.

Class A-3 Pass-Through Rate: For the first Distribution Date, 4.090% per

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

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

Cap for such Distribution Date.

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

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

the right to distributions as set forth herein.

Class A-4 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class A-4 Certificates.

Class A-4 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class A-4 Pass-Through Rate on

the Class A-4 Certificate Principal Balance as of such Distribution Date plus

the portion of any previous distributions on such Class in respect of Current

Interest or a Class A-4 Interest Carry Forward Amount that is recovered as a

voidable preference by a trustee in bankruptcy, less any Non-Supported Interest

Shortfall allocated on such Distribution Date to the Class A-4 Certificates. For

purposes of calculating interest, principal distributions on a Distribution Date

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

such Distribution Date occurs.

Class A-4 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class A-4 Current Interest with respect to

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

A-4 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class A-4 Pass-Through Rate for the related Accrual Period.

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

Optional Termination Date for the Certificates, 0.370% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.740% per annum.

Class A-4 Pass-Through Rate: For the first Distribution Date, 4.200%

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

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

Funds Cap for such Distribution Date.

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Class LTA-1 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTA-2 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTA-3 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTA-4 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTM-1 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTM-2 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTM-3 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTM-4 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTM-5 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTM-6 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTM-7 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTM-8 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

Class LTM-9 Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to 1/2 of the initial principal

balance of its Related Certificate and an interest rate equal to the Net Rate.

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<PAGE>

Class LTM-10 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTM-11 Interest: An uncertificated regular interest in the Lower

Tier REMIC with an initial principal balance equal to 1/2 of the initial

principal balance of its Related Certificate and an interest rate equal to the

Net Rate.

Class LTR Interest: The sole class of "residual interest" in the Lower

Tier REMIC.

Class LTX Interest: An uncertificated regular interest in the Lower Tier

REMIC with an initial principal balance equal to the excess of (i) the aggregate

Cut-off Date Principal Balance of the Mortgage Loans over (ii) the aggregate

initial principal balance of the Lower Tier REMIC Marker Classes and an interest

rate equal to the Net Rate.

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

M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class

M-11 Certificates.

Class M-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 M-1 Certificates.

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

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

the right to distributions as set forth herein.

Class M-1 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class M-1 Certificates.

Class M-1 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-1 Pass-Through Rate on

the Class M-1 Certificate Principal Balance as of such Distribution Date reduced

by any Non-Supported Interest Shortfalls allocated to the Class M-1 Certificates

on such Distribution Date. 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 M-1 Interest Carry Forward Amount: As of any Distribution Date,

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

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

M-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 M-1 Pass-Through Rate for the related Accrual Period.

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

Optional Termination Date for the Certificates, 0.440% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.660% per annum.

Class M-1 Pass-Through Rate: For the first Distribution Date, 4.270% per

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

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

Funds Cap for such Distribution Date.

Class M-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

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<PAGE>

Certificate Principal Balance has been reduced to zero and a Stepdown Trigger

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

of (1) the sum of (A) the Class A Certificate Principal Balance (after taking

into account distributions of the Class A Principal Distribution Amount on such

Distribution Date) and (B) the Class M-1 Certificate Principal Balance

immediately prior to such Distribution Date over (2) the lesser of (A) 62.40% of

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

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

Balances for the Mortgage Loans as of the end of the immediately preceding Due

Period over the Minimum Required Overcollateralization Amount. Notwithstanding

the foregoing, in no event will the Class M-1 Principal Distribution Amount with

respect to any Distribution Date exceed the Class M-1 Certificate Principal

Balance.

Class M-1 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class M-1 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class M-1 Unpaid Realized Loss Amounts on

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

Principal Balance of such Class M-1 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

Class M-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 M-2 Certificates.

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

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

the right to distributions as set forth herein.

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

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

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

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

the Class M-2 Certificate Principal Balance as of such Distribution Date reduced

by any Non-Supported Interest Shortfalls allocated to the Class M-2 Certificates

on such Distribution Date. 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 M-2 Interest Carry Forward Amount: As of any Distribution Date, the

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

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

M-2 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class M-2 Pass-Through Rate for the related Accrual Period.

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

Optional Termination Date for the Certificates, 0.460% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.690% per annum.

Class M-2 Pass-Through Rate: For the first Distribution Date, 4.290%

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

LIBOR plus the Class M-2 Margin, (2) the Maximum Rate Cap and (3) the Available

Funds Cap for such Distribution Date.

Class M-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 and the

Class M-1 Certificate Principal Balance have been reduced to zero

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<PAGE>

and a Stepdown Trigger Event exists, or as long as a Stepdown Trigger Event does

not exist, the excess of (1) the sum of (A) the Class A Certificate Principal

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

Distribution Amount on such Distribution Date), (B) the Class M-1 Certificate

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

Principal Distribution Amount on such Distribution Date) and (C) the Class M-2

Certificate Principal Balance immediately prior to such Distribution Date over

(2) the lesser of (A) 69.20% of the Stated Principal Balances of the Mortgage

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

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

immediately preceding Due Period over the Minimum Required Overcollateralization

Amount. Notwithstanding the foregoing, in no event will the Class M-2 Principal

Distribution Amount with respect to any Distribution Date exceed the Class M-2

Certificate Principal Balance.

Class M-2 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class M-2 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class M-2 Unpaid Realized Loss Amounts on

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

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

of the definition of "Certificate Principal Balance."

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

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

which have been applied to the reduction of the Certificate Principal Balance of

the Class M-3 Certificates.

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

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

the right to distributions as set forth herein.

Class M-3 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class M-3 Certificates.

Class M-3 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-3 Pass-Through Rate on

the Class M-3 Certificate Principal Balance as of such Distribution Date reduced

by any Non-Supported Interest Shortfalls allocated to the Class M-3 Certificates

on such Distribution Date. 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 M-3 Interest Carry Forward Amount: As of any Distribution Date,

the sum of (1) the excess of (A) the Class M-3 Current Interest with respect to

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

M-3 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class M-3 Pass-Through Rate for the related Accrual Period.

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

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

Distribution Date after the Optional Termination Date, 0.735% per annum.

Class M-3 Pass-Through Rate: For the first Distribution Date, 4.320%

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

LIBOR plus the Class M-3 Margin, (2) the Maximum Rate Cap and (3) the Available

Funds Cap for such Distribution Date.

Class M-3 Principal Distribution Amount: With respect to any

Distribution Date on or after the Stepdown Date, 100% of the Principal

Distribution Amount for such Distribution Date if the Class A

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<PAGE>

Certificate Principal Balance, Class M-1 Certificate Principal Balance and Class

M-2 Certificate Principal Balance have been reduced to zero and a Stepdown

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

excess of (1) the sum of (A) the Class A Certificate Principal Balance (after

taking into account distributions of the Class A Principal Distribution Amount

on such Distribution Date), (B) the Class M-1 Certificate Principal Balance

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

Amount on such Distribution Date), (C) the Class M-2 Certificate Principal

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

Distribution Amount on such Distribution Date) and (D) the Class M-3 Certificate

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

lesser of (A) 73.60% of the Stated Principal Balances of the Mortgage Loans as

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

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

immediately preceding Due Period over the Minimum Required Overcollateralization

Amount. Notwithstanding the foregoing, in no event will the Class M-3 Principal

Distribution Amount with respect to any Distribution Date exceed the Class M-3

Certificate Principal Balance.

Class M-3 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class M-3 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class M-3 Unpaid Realized Loss Amounts on

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

Principal Balance of such Class M-3 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

Class M-4 Applied Realized Loss Amount: As of any Distribution Date,

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

which have been applied to the reduction of the Certificate Principal Balance of

the Class M-4 Certificates.

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

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

the right to distributions as set forth herein.

Class M-4 Certificate Principal Balance: As of any date of determination,

the aggregate Certificate Principal Balance of the Class M-4 Certificates.

Class M-4 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-4 Pass-Through Rate on

the Class M-4 Certificate Principal Balance as of such Distribution Date reduced

by any Non-Supported Interest Shortfalls allocated to the Class M-4 Certificates

on such Distribution Date. 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 M-4 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class M-4 Current Interest with respect to

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

M-4 Certificates with respect to interest on such prior Distribution Dates and

(2) interest on such excess (to the extent permitted by applicable law) at the

Class M-4 Pass-Through Rate for the related Accrual Period.

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

Optional Termination Date for the Certificates, 0.590% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.885% per annum.

Class M-4 Pass-Through Rate: For the first Distribution Date, 4.420% per

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

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

Cap for such Distribution Date.

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<PAGE>

Class M-4 Principal Distribution Amount: With respect to any

Distribution Date on or after the Stepdown Date, 100% of the Principal

Distribution Amount for such Distribution Date if the Class A Certificate

Principal Balance, Class M-1 Certificate Principal Balance, Class M-2

Certificate Principal Balance and Class M-3 Certificate Principal Balance have

been reduced to zero and a Stepdown Trigger Event exists, or as long as a

Stepdown Trigger Event does not exist, the excess of (1) the sum of (A) the

Class A Certificate Principal Balance (after taking into account distributions

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

Class M-1 Certificate Principal Balance (after taking into account distributions

of the Class M-1 Principal Distribution Amount on such Distribution Date), (C)

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

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

Distribution Date), (D) the Class M-3 Certificate Principal Balance (after

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

on such Distribution Date) and (E) the Class M-4 Certificate Principal Balance

immediately prior to such Distribution Date over (2) the lesser of (A) 76.80% of

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

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

Balances for the Mortgage Loans as of the end of the immediately preceding Due

Period over the Minimum Required Overcollateralization Amount. Notwithstanding

the foregoing, in no event will the Class M-4 Principal Distribution Amount with

respect to any Distribution Date exceed the Class M-4 Certificate Principal

Balance.

Class M-4 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class M-4 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class M-4 Unpaid Realized Loss Amounts on

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

Principal Balance of such Class M-4 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

Class M-5 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 M-5 Certificates.

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

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

the right to distributions as set forth herein.

Class M-5 Certificate Principal Balance: As of any date of

determination, the aggregate Certificate Principal Balance of the Class M-5

Certificates.

Class M-5 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-5 Pass-Through Rate on

the Class M-5 Certificate Principal Balance as of such Distribution Date reduced

by any Non-Supported Interest Shortfalls allocated to the Class M-5 Certificates

on such Distribution Date. 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 M-5 Interest Carry Forward Amount: As of any Distribution Date,

the sum of (1) the excess of (A) the Class M-5 Current Interest with respect to

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

M-5 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 M-5 Pass-Through Rate for the related Accrual Period.

Class M-5 Margin: As of any Distribution Date up to and including the

Optional Termination Date for the Certificates, 0.640% per annum and, as of any

Distribution Date after the Optional Termination Date, 0.960% per annum.

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Class M-5 Pass-Through Rate: For the first Distribution Date, 4.470%

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

LIBOR plus the Class M-5 Margin, (2) the Maximum Rate Cap and (3) the Available

Funds Cap for such Distribution Date.

Class M-5 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, Class

M-1 Certificate Principal Balance, Class M-2 Certificate Principal Balance,

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

Balance have been reduced to zero and a Stepdown Trigger Event exists, or as

long as a Stepdown Trigger Event does not exist, the excess of (1) the sum of

(A) the Class A Certificate Principal Balance (after taking into account

distributions of the Class A Principal Distribution Amount on such Distribution

Date), (B) the Class M-1 Certificate Principal Balance (after taking into

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

Distribution Date), (C) the Class M-2 Certificate Principal Balance (after

taking into account distributions of the Class M-2 Principal Distribution Amount

on such Distribution Date), (D) the Class M-3 Certificate Principal Balance

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

Amount on such Distribution Date), (E) the Class 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 M-5 Certificate

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

lesser of (A) 80.20% of the Stated Principal Balances of the Mortgage Loans as

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

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

immediately preceding Due Period over the Minimum Required Overcollateralization

Amount. Notwithstanding the foregoing, in no event will the Class M-5 Principal

Distribution Amount with respect to any Distribution Date exceed the Class M-5

Certificate Principal Balance.

Class M-5 Unpaid Realized Loss Amount: As of any Distribution Date, the

excess of (1) the Class M-5 Applied Realized Loss Amount over (2) the sum of (x)

all distributions in reduction of the Class M-5 Unpaid Realized Loss Amounts on

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

Principal Balance of such Class M-5 Certificates pursuant to the last sentence

of the definition of "Certificate Principal Balance."

Class M-6 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 M-6 Certificates.

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

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

the right to distributions as set forth herein.

Class M-6 Certificate Principal Balance: As of any date of

determination, the aggregate Certificate Principal Balance of the Class M-6

Certificates.

Class M-6 Current Interest: As of any Distribution Date, the interest

accrued during the related Accrual Period at the Class M-6 Pass-Through Rate on

the Class M-6 Certificate Principal Balance as of such Distribution Date reduced

by any Non-Supported Interest Shortfalls allocated to the Class M-6 Certificates

on such Distribution Date. 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 M-6 Interest Carry Forward Amount: As of any Distribution Date, the

sum of (1) the excess of (A) the Class M-6 Current Interest with respect to

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

M-6 Certificates with respect to interest on such prior Distribution Dates

- 14 -

<PAGE>

and (2) interest on such excess (to the extent permitted by applicable law) at

the Class M-6 Pass-Through Rate for the related Accrual Period.

Class M-6 Margin: As of any Distribution Date up to and including the

Optional Termination Date for the Certificates, 0.690% per annum and, as of any

Distribution Date after the Optional Termination Date, 1.035% per annum.

Class M-6 Pass-Through Rate: For the first Distribution Date, 4.520%

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

LIBOR plus the Class M-6 Margin, (2) the Maximum Rate Cap and (3) the Available

Funds Cap for such Distribution Date.

Class M-6 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, Class M-1 Certificate Principal Balance, Class M-2

Certificate Principal Balance, Class M-3 Certificate Principal Balance, Class

M-4 Certificate Principal Balance and Class M-5 Certificate Principal Balance

have been reduced to zero and a Stepdown Trigger Event exists, or as long as a