POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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MERRILL LYNCH MORTGAGE INVESTORS, INC. | WILSHIRE CREDIT CORPORATION, | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 10/13/2005

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

EXHIBIT 4

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WELLS FARGO ASSET SECURITIES CORPORATION

(Seller)

and

WELLS FARGO BANK, N.A.

(Master Servicer)

and

WACHOVIA BANK, NATIONAL ASSOCIATION

(Trustee)

POOLING AND SERVICING AGREEMENT

Dated as of September 28, 2005

$900,380,807.75

Mortgage Pass-Through Certificates

Series 2005-9

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<PAGE>

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01 Definitions..................................................

Section 1.02 Acts of Holders..............................................

Section 1.03 Effect of Headings and Table of Contents.....................

Section 1.04 Benefits of Agreement........................................

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF THE CERTIFICATES

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

Section 2.02 Acceptance by Custodian......................................

Section 2.03 Representations and Warranties of the Master Servicer and

the Seller..................................................

Section 2.04 Execution and Delivery of Certificates.......................

Section 2.05 Designation of Certificates; Designation of Startup Day

and Latest Possible Maturity Date...........................

Section 2.06 Optional Substitution of Mortgage Loans......................

ARTICLE III

ADMINISTRATION OF THE TRUST ESTATE; SERVICING

OF THE MORTGAGE LOANS

Section 3.01 Certificate Account..........................................

Section 3.02 Permitted Withdrawals from the Certificate Account...........

Section 3.03 Advances by Master Servicer and Trustee......................

Section 3.04 Custodian to Cooperate; Release of Owner Mortgage Loan

Files and Retained Mortgage Loan Files......................

Section 3.05 Reports to the Trustee; Annual Compliance Statements.........

Section 3.06 Title, Management and Disposition of Any REO Mortgage

Loan........................................................

Section 3.07 Amendments to Servicing Agreements, Modification of

Standard Provisions.........................................

Section 3.08 Oversight of Servicing.......................................

Section 3.09 Termination and Substitution of Servicing Agreements.........

Section 3.10 Application of Net Liquidation Proceeds......................

Section 3.11 Exchange Act Reports.........................................

ARTICLE IV

DISTRIBUTIONS IN RESPECT OF CERTIFICATES;

PAYMENTS TO CERTIFICATEHOLDERS;

STATEMENTS AND REPORTS

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

Section 4.02 Allocation of Realized Losses................................

Section 4.03 Paying Agent.................................................

Section 4.04 Statements to Certificateholders; Reports to the Trustee

and the Seller..............................................

Section 4.05 Reports to Mortgagors and the Internal Revenue Service.......

Section 4.06 Calculation of Amounts; Binding Effect of Interpretations

and Actions of Master Servicer..............................

ARTICLE V

THE CERTIFICATES

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

Section 5.02 Registration of Certificates.................................

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

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

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

Section 5.06 Maintenance of Office or Agency..............................

Section 5.07 Definitive Certificates......................................

Section 5.08 Notices to Clearing Agency...................................

ARTICLE VI

THE SELLER AND THE MASTER SERVICER

Section 6.01 Liability of the Seller and the Master Servicer..............

Section 6.02 Merger or Consolidation of the Seller or the Master

Servicer....................................................

Section 6.03 Limitation on Liability of the Seller, the Master

Servicer and Others.........................................

Section 6.04 Resignation of the Master Servicer...........................

Section 6.05 Compensation to the Master Servicer..........................

Section 6.06 Assignment or Delegation of Duties by Master Servicer........

Section 6.07 Indemnification of Trustee and Seller by Master Servicer.....

ARTICLE VII

DEFAULT

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

Section 7.02 Other Remedies of Trustee....................................

Section 7.03 Directions by Certificateholders and Duties of Trustee

During Event of Default.....................................

Section 7.04 Action upon Certain Failures of the Master Servicer and

upon Event of Default.......................................

Section 7.05 Trustee to Act; Appointment of Successor.....................

Section 7.06 Notification to Certificateholders...........................

ARTICLE VIII

CONCERNING THE TRUSTEE

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

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

Section 8.03 Trustee Not Required to Make Investigation...................

Section 8.04 Trustee Not Liable for Certificates or Mortgage Loans........

Section 8.05 Trustee May Own Certificates.................................

Section 8.06 The Master Servicer to Pay Fees and Expenses.................

Section 8.07 Eligibility Requirements.....................................

Section 8.08 Resignation and Removal......................................

Section 8.09 Successor....................................................

Section 8.10 Merger or Consolidation......................................

Section 8.11 Authenticating Agent.........................................

Section 8.12 Separate Trustees and Co-Trustees............................

Section 8.13 Tax Matters; Compliance with REMIC Provisions................

Section 8.14 Monthly Advances.............................................

ARTICLE IX

TERMINATION

Section 9.01 Termination upon Purchase by the Seller or Liquidation of

All Mortgage Loans..........................................

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

ARTICLE X

MISCELLANEOUS PROVISIONS

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

Section 10.02 Recordation of Agreement.....................................

Section 10.03 Limitation on Rights of Certificateholders...................

Section 10.04 Governing Law; Jurisdiction..................................

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

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

Section 10.07 Special Notices to Rating Agencies...........................

Section 10.08 Covenant of Seller...........................................

Section 10.09 Recharacterization...........................................

ARTICLE XI

TERMS FOR CERTIFICATES

Section 11.01 Cut-Off Date.................................................

Section 11.02 Cut-Off Date Aggregate Principal Balance.....................

Section 11.03 Original Group I-A Percentage................................

Section 11.04 Original Group II-A Percentage...............................

Section 11.05 Original Principal Balances of the Classes of Class A

Certificates................................................

Section 11.05(a)Original Class I-A-5 Notional Amount.......................

Section 11.06 Original Aggregate Non-PO Principal Balance..................

Section 11.07 Original Aggregate Class A Percentage........................

Section 11.08 Original Class B Principal Balance...........................

Section 11.09 Original Principal Balances of the Classes of Class B

Certificates................................................

Section 11.10 Original Class B-1 Fractional Interest.......................

Section 11.11 Original Class B-2 Fractional Interest.......................

Section 11.12 Original Class B-3 Fractional Interest.......................

Section 11.13 Original Class B-4 Fractional Interest.......................

Section 11.14 Original Class B-5 Fractional Interest.......................

Section 11.15 Original Class B-1 Percentage................................

Section 11.16 Original Class B-2 Percentage................................

Section 11.17 Original Class B-3 Percentage................................

Section 11.18 Original Class B-4 Percentage................................

Section 11.19 Original Class B-5 Percentage................................

Section 11.20 Original Class B-6 Percentage................................

Section 11.21 Closing Date.................................................

Section 11.22 Right to Purchase............................................

Section 11.23 Wire Transfer Eligibility....................................

Section 11.24 Single Certificate...........................................

Section 11.25 Servicing Fee Rate...........................................

Section 11.26 Master Servicing Fee Rate....................................

SCHEDULE I Applicable Unscheduled Principal Receipt Period

<PAGE>

EXHIBITS

EXHIBIT A-I-A-1 - Form of Face of Class I-A-1 Certificate

EXHIBIT A-I-A-2 - Form of Face of Class I-A-2 Certificate

EXHIBIT A-I-A-3 - Form of Face of Class I-A-3 Certificate

EXHIBIT A-I-A-4 - Form of Face of Class I-A-4 Certificate

EXHIBIT A-I-A-5 - Form of Face of Class I-A-5 Certificate

EXHIBIT A-I-A-6 - Form of Face of Class I-A-6 Certificate

EXHIBIT A-I-A-7 - Form of Face of Class I-A-7 Certificate

EXHIBIT A-I-A-8 - Form of Face of Class I-A-8 Certificate

EXHIBIT A-I-A-9 - Form of Face of Class I-A-9 Certificate

EXHIBIT A-I-A-10 - Form of Face of Class I-A-10 Certificate

EXHIBIT A-I-A-11 - Form of Face of Class I-A-11 Certificate

EXHIBIT A-I-A-12 - Form of Face of Class I-A-12 Certificate

EXHIBIT A-I-A-13 - Form of Face of Class I-A-13 Certificate

EXHIBIT A-I-A-14 - Form of Face of Class I-A-14 Certificate

EXHIBIT A-I-A-15 - Form of Face of Class I-A-15 Certificate

EXHIBIT A-I-A-16 - Form of Face of Class I-A-16 Certificate

EXHIBIT A-I-A-R - Form of Face of Class I-A-R Certificate

EXHIBIT A-I-A-PO - Form of Face of Class I-A-PO Certificate

EXHIBIT A-II-A-1 - Form of Face of Class II-A-1 Certificate

EXHIBIT A-II-A-2 - Form of Face of Class II-A-2 Certificate

EXHIBIT A-II-A-3 - Form of Face of Class II-A-3 Certificate

EXHIBIT A-II-A-4 - Form of Face of Class II-A-4 Certificate

EXHIBIT A-II-A-5 - Form of Face of Class II-A-5 Certificate

EXHIBIT A-II-A-6 - Form of Face of Class II-A-6 Certificate

EXHIBIT A-II-A-7 - Form of Face of Class II-A-7 Certificate

EXHIBIT A-II-A-8 - Form of Face of Class II-A-8 Certificate

EXHIBIT A-II-A-9 - Form of Face of Class II-A-9 Certificate

EXHIBIT A-II-A-10 - Form of Face of Class II-A-10 Certificate

EXHIBIT A-II-A-11 - Form of Face of Class II-A-11 Certificate

EXHIBIT A-II-A-12 - Form of Face of Class II-A-12 Certificate

EXHIBIT A-II-A-PO - Form of Face of Class II-A-PO Certificate

EXHIBIT B-1 - Form of Face of Class B-1 Certificate

EXHIBIT B-2 - Form of Face of Class B-2 Certificate

EXHIBIT B-3 - Form of Face of Class B-3 Certificate

EXHIBIT B-4 - Form of Face of Class B-4 Certificate

EXHIBIT B-5 - Form of Face of Class B-5 Certificate

EXHIBIT B-6 - Form of Face of Class B-6 Certificate

EXHIBIT C - Form of Reverse of Series 2005-9 Certificates

EXHIBIT D - Reserved

EXHIBIT E - Custodial Agreement

EXHIBIT F-1A - Schedule of Type 1 Mortgage Loans in Loan Group I

EXHIBIT F-1B - Schedule of Type 1 Mortgage Loans in Loan Group II

EXHIBIT F-2A - Schedule of Other Servicer Mortgage Loans in

Loan Group I

EXHIBIT F-2B - Schedule of Other Servicer Mortgage Loans in

Loan Group II

EXHIBIT G - Request for Release

EXHIBIT H - Affidavit Pursuant to Section 860E(e)(4) of the

Internal Revenue Code of 1986, as amended, and

for Non-ERISA Investors

EXHIBIT I - Letter from Transferor of Class I-A-R

Certificate

EXHIBIT J - Transferee's Letter (Class [B-4] [B-5] [B-6]

Certificates)

EXHIBIT K - List of Recordation States

EXHIBIT L - Servicing Agreements

EXHIBIT M - Form of Special Servicing Agreement

EXHIBIT N - Form of Initial Certification of the Custodian

EXHIBIT O - Form of Final Certification of the Custodian

EXHIBIT P Form of Sarbanes Oxley Certification

<PAGE>

This Pooling and Servicing Agreement, dated as of September 28, 2005

executed by WELLS FARGO ASSET SECURITIES CORPORATION, as Seller, WELLS FARGO

BANK, N.A., as Master Servicer and WACHOVIA BANK, NATIONAL ASSOCIATION, as

Trustee.

W I T N E S S E T H T H A T:

In consideration of the mutual agreements herein contained, the

Seller, the Master Servicer and the Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

Whenever used herein, the following words and phrases, unless the

context otherwise requires, shall have the meanings specified in this Article.

Accepted Master Servicing Practices: Accepted Master Servicing

Practices shall consist of the customary and usual master servicing practices of

prudent master servicing institutions which service mortgage loans of the same

type as the Mortgage Loans in the jurisdictions in which the related Mortgaged

Properties are located, regardless of the date upon which the related Mortgage

Loans were originated.

Accretion Termination Date: With respect to (a) the Class I-A-3

Certificates, the earlier to occur of (i) the Distribution Date following the

Distribution Date on which the Principal Balance of the Class I-A-2 Certificates

has been reduced to zero or (ii) the Subordination Depletion Date and (b) the

Class I-A-16 Certificates, the earlier to occur of (i) the Distribution Date

following the Distribution Date on which the Principal Balances of the Class

I-A-14 and Class I-A-15 Certificates have been reduced to zero or (ii) the

Subordination Depletion Date.

Accrual Certificates: The Class I-A-3 and Class I-A-16 Certificates.

Accrual Distribution Amount: As to any Distribution Date prior to

the applicable Accretion Termination Date and a Class of Accrual Certificates,

an amount equal to the sum of (i) the Group I-A Interest Percentage of such

Class of Accrual Certificates of the Current Group I-A Interest Distribution

Amount and (ii) the Group I-A Interest Shortfall Percentage of such Class of

Accrual Certificates of the amount distributed in respect of the Classes of

Group I-A Certificates pursuant to Paragraph second clause (A) of Section

4.01(a)(i) on such Distribution Date. As to any Distribution Date and a Class of

Accrual Certificates on or after the applicable Accretion Termination Date,

zero.

Adjusted Principal Balance: As to any Distribution Date and any

Class of Class B Certificates, the greater of (A) zero and (B) (i) the Principal

Balance of such Class with respect to such Distribution Date minus (ii) the

Adjustment Amount for such Distribution Date less the Principal Balances for any

Classes of Class B Certificates with higher numerical designations.

Adjustment Amount: For any Distribution Date, the difference between

(A) the sum of the Aggregate Class A Principal Balance and the Class B Principal

Balance as of the related Determination Date and (B) the sum of (i) the sum of

the Aggregate Class A Principal Balance and the Class B Principal Balance as of

the Determination Date succeeding such Distribution Date and (ii) the aggregate

amount that would have been distributed to all Classes as principal in

accordance with Section 4.01(a)(i) for such Distribution Date without regard to

the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2

Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal

Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal

Principal Amount.

Aggregate Adjusted Pool Amount: With respect to any Distribution

Date, the sum of the Group I Adjusted Pool Amount and Group II Adjusted Pool

Amount.

Aggregate Class A Principal Balance: With respect to any

Determination Date, the sum of the Group I-A Principal Balance and Group II-A

Principal Balance.

Aggregate Class A Percentage: As to any Distribution Date, the

percentage obtained by dividing (i) the sum of the Group I-A Non-PO Principal

Balance and the Group II-A Non-PO Principal Balance by (ii) the sum of the Group

I Pool Balance (Non-PO Portion) and the Group II Pool Balance (Non-PO Portion).

Aggregate Group I-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group I-A Certificates.

Aggregate Group II-A Unpaid Interest Shortfall: As to any

Distribution Date, an amount equal to the sum of the Class A Unpaid Interest

Shortfalls for the Group II-A Certificates.

Aggregate Non-PO Principal Balance: As of any Determination Date,

the sum of the Group I-A Non-PO Principal Balance, the Group II-A Non-PO

Principal Balance and the Class B Principal Balance as of such date.

Aggregate Subordinate Percentage: As to any Determination Date, the

Class B Principal Balance divided by the sum of the Group I Pool Balance (Non-PO

Portion) and the Group II Pool Balance (Non-PO Portion).

Agreement: This Pooling and Servicing Agreement and all amendments

and supplements hereto.

Applicable Unscheduled Principal Receipt Period: With respect to the

Mortgage Loans serviced by each Servicer and each of the Full Unscheduled

Principal Receipts and Partial Unscheduled Principal Receipts, the Unscheduled

Principal Receipt Period specified on Schedule I hereto.

Apportioned Class B Principal Distribution Amount: As to any

Distribution Date and any Class of Class B Certificates, the product of (i) the

applicable Class B Principal Distribution Amount less the amount, if any, that

would have been distributable to such Class pursuant to Section 4.01(a)(ii) that

is used to pay the Class A-PO Deferred Amounts as provided in Paragraph fourth

of Section 4.01(a)(i) and (ii) the Apportionment Fraction for such Class.

Apportionment Fraction: As to any Class of Class B Certificates and

any Distribution Date occurring prior to the Subordination Depletion Date and

(i) on or after the Distribution Date on which the Group I-A Non-PO Principal

Balance has been reduced to zero, a fraction, the numerator of which is the

applicable Class B Loan Group I Optimal Principal Amount and the denominator of

which is the applicable Class B Optimal Principal Amount without regard to the

proviso thereto or (ii) on or after the Distribution Date on which the Group

II-A Non-PO Principal Balance has been reduced to zero, a fraction, the

numerator of which is the applicable Class B Loan Group II Optimal Principal

Amount and the denominator of which is the applicable Class B Optimal Principal

Amount without regard to the proviso thereto.

Authenticating Agent: Any authenticating agent appointed by the

Trustee pursuant to Section 8.11. There shall initially be no Authenticating

Agent for the Certificates.

Available Master Servicer Compensation: With respect to any

Distribution Date, the sum of (a) the Master Servicing Fee for such Distribution

Date, (b) interest earned through the business day preceding the applicable

Distribution Date on any Prepayments in Full remitted to the Master Servicer and

Master Servicer pursuant to the related Servicing Agreements.

Bankruptcy Code: The Bankruptcy Code of 1978, as amended.

Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient

Valuation or Debt Service Reduction; provided, however, that a Bankruptcy Loss

shall not be deemed a Bankruptcy Loss hereunder so long as the applicable

Servicer has notified the Master Servicer and the Trustee in writing that such

Servicer is diligently pursuing any remedies that may exist in connection with

the representations and warranties made regarding the related Mortgage Loan and

either (A) the related Mortgage Loan is not in default with regard to payments

due thereunder or (B) delinquent payments of principal and interest under the

related Mortgage Loan and any premiums on any applicable primary hazard

insurance policy and any related escrow payments in respect of such Mortgage

Loan are being advanced on a current basis by such Servicer without giving

effect to any Debt Service Reduction.

Beneficial Owner: With respect to a Book-Entry Certificate, the

Person who is the beneficial owner of such Book-Entry Certificate, as reflected

on the books of the Clearing Agency, or on the books of a Person maintaining an

account with such Clearing Agency (directly or as an indirect participant, in

accordance with the rules of such Clearing Agency), as the case may be.

Book-Entry Certificate: Any one of the Class I-A-1 Certificates,

Class I-A-2 Certificates, Class I-A-3 Certificates, Class I-A-4 Certificates,

Class I-A-5 Certificates, Class I-A-6 Certificates, Class I-A-7 Certificates,

Class I-A-8 Certificates, Class I-A-9 Certificates, Class I-A-10 Certificates,

Class I-A-11 Certificates, Class I-A-12 Certificates, Class I-A-13 Certificates,

Class I-A-14 Certificates, Class I-A-15 Certificates, Class I-A-16 Certificates,

Class I-A-PO Certificates, Class II-A-1 Certificates, Class II-A-2 Certificates,

Class II-A-3 Certificates, Class II-A-4 Certificates, Class II-A-5 Certificates,

Class II-A-6 Certificates, Class II-A-7 Certificates, Class II-A-8 Certificates,

Class II-A-9 Certificates, Class II-A-10 Certificates, Class II-A-11

Certificates, Class II-A-12 Certificates, Class II-A-PO Certificates, Class B-1

Certificates, Class B-2 Certificates and Class B-3 Certificates, beneficial

ownership and transfers of which shall be evidenced by, and made through, book

entries by the Clearing Agency as described in Section 5.01(b).

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

a legal holiday in the City of New York, State of Iowa, State of Maryland, State

of Minnesota or State of North Carolina or (iii) a day on which banking

institutions in the City of New York, or the State of Iowa, State of Maryland,

State of Minnesota or State of North Carolina are authorized or obligated by law

or executive order to be closed.

Certificate: Any one of the Class A Certificates or Class B

Certificates.

Certificate Account: The separate trust account established and

maintained by the Master Servicer in the name of the Master Servicer on behalf

of the Trustee pursuant to Section 3.01. The Certificate Account shall be an

Eligible Account.

Certificate Custodian: Initially, Wachovia Bank, National

Association; thereafter any other Certificate Custodian acceptable to The

Depository Trust Company and selected by the Trustee.

Certificate Register and Certificate Registrar: Respectively, the

The initial Certificate Registrar is the Trustee.

Certificateholder or Holder: The Person in whose name a Certificate

is registered in the Certificate Register, except that, solely for the purposes

of the taking of any action under Articles VII or VIII, any Certificate

registered in the name of the Master Servicer, a Servicer or any affiliate

thereof shall be deemed not to be outstanding and the Voting Interest evidenced

thereby shall not be taken into account in determining whether the requisite

percentage of Certificates necessary to effect any such action has been

obtained.

Class: All certificates whose form is identical except for

variations in the Percentage Interest evidenced thereby.

Class I-A-1 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-1 and Exhibit C hereto.

Class I-A-1 Certificateholder: The registered holder of a Class

I-A-1 Certificate.

Class I-A-2 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-2 and Exhibit C hereto.

Class I-A-2 Certificateholder: The registered holder of a Class

I-A-2 Certificate.

Class I-A-3 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-3 and Exhibit C hereto.

Class I-A-3 Certificateholder: The registered holder of a Class

I-A-3 Certificate.

Class I-A-4 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-4 and Exhibit C hereto.

Class I-A-4 Certificateholder: The registered holder of a Class

I-A-4 Certificate.

Class I-A-5 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-5 and Exhibit C hereto.

Class I-A-5 Certificateholder: The registered holder of a Class

I-A-5 Certificate.

Class I-A-5 Interest Accrual Amount: As to any Distribution Date,

(i) the product of (A) 1/12th of the Class A Pass-Through Rate for the Class

I-A-5 Certificates and (B) the Class I-A-5 Notional Amount as of such

Distribution Date minus (ii) the sum of (A) the Group I-A Interest Percentage of

the Class I-A-5 Certificates of the interest portion of any Realized Losses

allocated to the Group I-A Certificates on or after the Subordination Depletion

Date pursuant to Section 4.02(c) and (B) the Class A Interest Percentage of the

Class I-A-5 Certificates of any Non-Supported Interest Shortfall or Relief Act

Shortfall allocated to the Class A Certificates with respect to such

Distribution Date.

Class I-A-5 Notional Amount: As to the first Distribution Date, the

Original Class I-A-5 Notional Amount, and, with respect to each subsequent

Distribution Date, an amount equal to 13.6363636364% of the Principal Balance of

the Class I-A-1 Certificates.

Class I-A-6 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-6 and Exhibit C hereto.

Class I-A-6 Certificateholder: The registered holder of a Class

I-A-6 Certificate.

Class I-A-6 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-6 and Exhibit C hereto.

Class I-A-7 Certificateholder: The registered holder of a Class

I-A-7 Certificate.

Class I-A-8 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-8 and Exhibit C hereto.

Class I-A-8 Certificateholder: The registered holder of a Class

I-A-8 Certificate.

Class I-A-9 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-9 and Exhibit C hereto.

Class I-A-9 Certificateholder: The registered holder of a Class

I-A-9 Certificate.

Class I-A-10 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-10 and Exhibit C hereto.

Class I-A-10 Certificateholder: The registered holder of a Class

I-A-10 Certificate.

Class I-A-11 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-11 and Exhibit C hereto.

Class I-A-11 Certificateholder: The registered holder of a Class

I-A-11 Certificate.

Class I-A-11 Loss Amount: With respect to any Determination Date

after the Subordination Depletion Date, the amount, if any, by which the

Principal Balance of the Class I-A-11 Certificates would be reduced as a result

of the application of the third sentence of the definition of Principal Balance.

Class I-A-12 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-12 and Exhibit C hereto.

Class I-A-12 Certificateholder: The registered holder of a Class

I-A-12 Certificate.

Class I-A-12 Loss Allocation Amount: With respect to any

Determination Date after the Subordination Depletion Date the lesser of (a) the

Principal Balance of the Class I-A-12 Certificates with respect to such

Determination Date prior to any reduction for the Class I-A-12 Loss Allocation

Amount and (b) the Class I-A-11 Loss Amount.

Class I-A-13 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-13 and Exhibit C hereto.

Class I-A-13 Certificateholder: The registered holder of a Class

I-A-13 Certificate.

Class I-A-14 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-14 and Exhibit C hereto.

Class I-A-14 Certificateholder: The registered holder of a Class

I-A-14 Certificate.

Class I-A-15 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-15 and Exhibit C hereto.

Class I-A-15 Certificateholder: The registered holder of a Class

I-A-15 Certificate.

Class I-A-16 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-16 and Exhibit C hereto.

Class I-A-16 Certificateholder: The registered holder of a Class

I-A-16 Certificate.

Class I-A-LR Interest: The residual interest in the Lower-Tier

REMIC, beneficial ownership of which is represented by the Class I-A-R

Certificate.

Class I-A-M1 Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-A-M2 Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-A-MR Interest: The residual interest in the Middle-Tier

REMIC, beneficial ownership of which is represented by the Class I-A-R

Certificate.

Class I-A-MUR Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-A-MPO Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class I-A-PO Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-I-A-PO and Exhibit C hereto.

Class I-A-PO Certificateholder: The registered holder of a Class

I-A-PO Certificate.

Class I-A-PO Deferred Amount: For any Distribution Date prior to the

Subordination Depletion Date, the difference between (A) the sum of (x) the

amount by which the sum of the Class I-A-PO Optimal Principal Amounts for the

Class I-A-PO Certificates for all prior Distribution Dates exceeded the amounts

distributed on the Class I-A-PO Certificates on such prior Distribution Dates

pursuant to Paragraph third clause (A) of Section 4.01(a)(i) and (y) the sum of

the product for each Group I Discount Mortgage Loan which became a Liquidated

Loan at any time on or prior to the last day of the Applicable Unscheduled

Principal Receipt Period for Full Unscheduled Principal Receipts for the current

Distribution Date of (a) the PO Fraction for such Group I Discount Mortgage Loan

and (b) an amount equal to the principal portion of Realized Losses (other than

Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such

Mortgage Loan and (B) the sum of (x) the sum of the Class I-A-PO Recoveries for

such Distribution Date and prior Distribution Dates and (y) amounts distributed

on the Class I-A-PO Certificates on prior Distribution Dates pursuant to

Paragraph fourth clause (A) of Section 4.01(a)(i). On and after the

Subordination Depletion Date, the Class I-A-PO Deferred Amount will be zero. No

interest will accrue on any Class I-A-PO Deferred Amount.

Class I-A-PO Optimal Principal Amount: As to any Distribution Date,

an amount equal to the sum of (I) the sum, as to each Group I Mortgage Loan that

is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with

respect to such Group I Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group I Mortgage

Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group I Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group I Mortgage Loan

which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the excess of the unpaid principal balance of any Group I

Mortgage Loan for which a Group I Mortgage Loan was substituted during the

one month period ending on the day preceding the Determination Date for

such Distribution Date occurs over the unpaid principal balance of the

substituted Group I Mortgage Loan, less the amount allocable to the

principal portion of any unreimbursed Periodic Advances previously made by

the applicable Servicer, the Master Servicer or the Trustee in respect of

such Group I Mortgage Loan for which a Group I Mortgage Loan was

substituted; and

(II) the Class I-A-PO Recovery for such Distribution Date.

Class I-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class I-A-PO Deferred Amount

for such Distribution Date (calculated without regard to the Class I-A-PO

Recovery for such Distribution Date) and (b) an amount equal to the sum as to

each Group I Mortgage Loan as to which there has been a Recovery during the

Applicable Unscheduled Principal Receipt Period, of the product of (x) the PO

Fraction with respect to such Group I Mortgage Loan and (y) the amount of the

Recovery with respect to such Group I Mortgage Loan. As to any Distribution Date

on or after the Subordination Depletion Date, the amount determined in

accordance with clause (b) above.

Class I-A-R Certificate: The Certificate executed by the Trustee and

authenticated by the Trustee or the Authenticating Agent in substantially the

form set forth in Exhibit A-I-A-R and Exhibit C hereto.

Class I-A-R Certificateholder: The registered holder of the Class

I-A-R Certificate.

Class I-A-R Interest: The residual interest in the Upper-Tier REMIC,

beneficial ownership of which is evidenced by the Class I-A-R Certificate.

Class I-L Interest: A regular interest in the Lower-Tier REMIC which

is held as an asset of the Middle-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iv) hereof.

Class I-LP Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Middle-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iv) hereof.

Class I-LS Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Middle-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iv) hereof.

Class II-A-1 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-1 and Exhibit C hereto.

Class II-A-1 Certificateholder: The registered holder of a Class

II-A-1 Certificate.

Class II-A-2 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-2 and Exhibit C hereto.

Class II-A-2 Certificateholder: The registered holder of a Class

II-A-2 Certificate.

Class II-A-3 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-3 and Exhibit C hereto.

Class II-A-3 Certificateholder: The registered holder of a Class

II-A-3 Certificate.

Class II-A-4 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-4 and Exhibit C hereto.

Class II-A-4 Certificateholder: The registered holder of a Class

II-A-4 Certificate.

Class II-A-5 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-5 and Exhibit C hereto.

Class II-A-5 Certificateholder: The registered holder of a Class

II-A-5 Certificate.

Class II-A-6 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-6 and Exhibit C hereto.

Class II-A-6 Certificateholder: The registered holder of a Class

II-A-6 Certificate.

Class II-A-6 Loss Amount: With respect to any Determination Date

after the Subordination Depletion Date, the amount, if any, by which the

Principal Balance of the Class II-A-6 Certificates would be reduced as a result

of the application of the third sentence of the definition of Principal Balance.

Class II-A-7 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-7 and Exhibit C hereto.

Class II-A-7 Certificateholder: The registered holder of a Class

II-A-7 Certificate.

Class II-A-8 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-8 and Exhibit C hereto.

Class II-A-8 Certificateholder: The registered holder of a Class

II-A-8 Certificate.

Class II-A-9 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-9 and Exhibit C hereto.

Class II-A-9 Certificateholder: The registered holder of a Class

II-A-9 Certificate.

Class II-A-10 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-10 and Exhibit C hereto.

Class II-A-10 Certificateholder: The registered holder of a Class

II-A-10 Certificate.

Class II-A-11 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-11 and Exhibit C hereto.

Class II-A-11 Certificateholder: The registered holder of a Class

II-A-11 Certificate.

Class II-A-12 Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-12 and Exhibit C hereto.

Class II-A-12 Certificateholder: The registered holder of a Class

II-A-12 Certificate.

Class II-A-12 Loss Allocation Amount: With respect to any

Determination Date after the Subordination Depletion Date the lesser of (a) the

Principal Balance of the Class II-A-12 Certificates with respect to such

Determination Date prior to any reduction for the Class II-A-12 Loss Allocation

Amount and (b) the Class II-A-6 Loss Amount.

Class II-A-M1 Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-A-M7 Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-A-M8 Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-A-MPO Interest: A regular interest in the Middle-Tier REMIC

which is held as an asset of the Upper-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iii) hereof.

Class II-A-PO Certificate: Any one of the Certificates executed by

the Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit A-II-A-PO and Exhibit C hereto.

Class II-A-PO Certificateholder: The registered holder of a Class

II-A-PO Certificate.

Class II-A-PO Deferred Amount: For any Distribution Date prior to

the Subordination Depletion Date, the difference between (A) the sum of (x) the

amount by which the sum of the Class II-A-PO Optimal Principal Amounts for the

Class II-A-PO Certificate for all prior Distribution Dates exceeded the amounts

distributed on the Class II-A-PO Certificates on such prior Distribution Dates

pursuant to Paragraph third clause (B) of Section 4.01 (a)(i) and (y) the sum of

the product for each Group II Discount Mortgage Loan which became a Liquidated

Loan at any time on or prior to the last day of the Applicable Unscheduled

Principal Receipt Period for Full Unscheduled Principal Receipts for the current

Distribution Date of (a) the PO Fraction for such Group II Discount Mortgage

Loan and (b) an amount equal to the principal portion of Realized Losses (other

than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to

such Mortgage Loan and (B) the sum of (x) the sum of the Class II-A-PO

Recoveries for such Distribution Date and prior Distribution Dates and (y)

amounts distributed on the Class II-A-PO Certificates on prior Distribution

Dates pursuant to Paragraph fourth clause (B) of Section 4.0l(a)(i). On and

after the Subordination Depletion Date, the Class II-A-PO Deferred Amount will

be zero. No interest will accrue on any Class II-A-PO Deferred Amount.

Class II-A-PO Optimal Principal Amount: As to any Distribution Date,

an amount equal to the sum of (I) the sum of, as to each Group II Mortgage Loan

that is an Outstanding Mortgage Loan, of the product of (x) the PO Fraction with

respect to such Group II Mortgage Loan and (y) the sum of:

(i) the principal portion of the Monthly Payment due on the Due Date

occurring in the month of such Distribution Date on such Group II Mortgage

Loan;

(ii) all Unscheduled Principal Receipts (other than Recoveries) that

were received by a Servicer with respect to such Group II Mortgage Loan

during the Applicable Unscheduled Principal Receipt Period relating to

such Distribution Date for each applicable type of Unscheduled Principal

Receipt;

(iii) the Scheduled Principal Balance of each Group II Mortgage Loan

which, during the one month period ending on the day preceding the

Determination Date for such Distribution Date, was repurchased by the

Seller pursuant to Section 2.02, 2.03 or 3.08; and

(iv) the excess of the unpaid principal balance of any Group II

Mortgage Loan for which a Group II Mortgage Loan was substituted during

the one month period ending on the day preceding the Determination Date

for such Distribution Date occurs over the unpaid principal balance of the

substituted Group II Mortgage Loan, less the amount allocable to the

principal portion of any unreimbursed Periodic Advances previously made by

the applicable Servicer, the Master Servicer or the Trustee in respect of

such Group II Mortgage Loan for which a Group II Mortgage Loan was

substituted; and

(II) the Class II-A-PO Recovery for such Distribution Date.

Class II-A-PO Recovery: As to any Distribution Date prior to the

Subordination Depletion Date, the lesser of (a) the Class II-A-PO Deferred

Amount for such Distribution Date (calculated without regard to the Class

II-A-PO Recovery for such Distribution Date) and (b) an amount equal to the sum

as to each Group II Mortgage Loan as to which there has been a Recovery during

the Applicable Unscheduled Principal Receipt Period, of the product of (x) the

PO Fraction with respect to such Group II Mortgage Loan and (y) the amount of

the Recovery with respect to such Group II Mortgage Loan. As to any Distribution

Date on or after the Subordination Depletion Date, the amount determined in

accordance with clause (b) above.

Class II-L Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Middle-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iv) hereof.

Class II-LP Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Middle-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iv) hereof.

Class II-LS Interest: A regular interest in the Lower-Tier REMIC

which is held as an asset of the Middle-Tier REMIC and is entitled to monthly

distributions as provided in Section 4.01(a)(iv) hereof.

Class A Certificate: Either of the Group I-A Certificates or Group

II-A Certificates.

Class A Certificateholder: The registered holder of a Class A

Certificate.

Class A Interest Percentage: As to any Distribution Date and any

Class of Class A Certificates, the percentage calculated by dividing the

Interest Accrual Amount of such Class (determined without regard to clause (ii)

of the definition thereof) by the sum of (a) the Group I-A Interest Accrual

Amount and (b) the Group II-A Interest Accrual Amount (determined, in each case,

without regard to clause (ii) of the definition of each Interest Accrual Amount,

as applicable).

Class A Pass-Through Rate: As to the Class I-A-1 Certificates,

4.750% per annum. As to the Class I-A-2, Class I-A-3, Class I-A-4, Class I-A-5,

Class I-A-6, Class I-A-7, Class I-A-8, Class I-A-9, Class I-A-10, Class I-A-11,

Class I-A-12, Class I-A-13, Class I-A-14, Class I-A-15, Class I-A-16, Class

I-A-R and Class II-A-8 Certificates, 5.500% per annum. As to the Class II-A-1,

Class II-A-2, Class II-A-3, Class II-A-4, Class II-A-5, Class II-A-6, Class

II-A-9, Class II-A-10, Class II-A-11 and Class II-A-12 Certificates, 5.250% per

annum. As to the Class II-A-7 Certificates, 5.125% per annum. The Class I-A-PO

and Class II-A-PO Certificates are not entitled to interest and have no Class A

Pass-Through Rate.

Class A-PO Certificates: Either of the Class I-A-PO Certificates or

Class II-A-PO Certificates.

Class A-PO Deferred Amount: Either of the Class I-A-PO Deferred

Amount or Class II-A-PO Deferred Amount.

Class A Unpaid Interest Shortfall: As to any Distribution Date and

any Class of Class A Certificates of a Group, the amount, if any, by which the

aggregate of the Group I-A Interest Shortfall Amounts or Group II-A Interest

Shortfall Amounts, as applicable, for such Class (or in the case of a Class of

Accrual Certificates prior to the applicable Accretion Termination Date, the

amount included in the Accrual Distribution Amount pursuant to clause (ii) of

the definition thereof) for prior Distribution Dates is in excess of the amounts

distributed in respect of such Class on prior Distribution Dates pursuant to

Paragraph second clause (A) or (B), as applicable, of Section 4.01(a)(i).

Class B Certificate: Any one of the Class B-1 Certificates, Class

B-2 Certificates, Class B-3 Certificates, Class B-4 Certificates, Class B-5

Certificates or Class B-6 Certificates.

Class B Certificateholder: The registered holder of a Class B

Certificate.

Class B Distribution Amount: Any of the Class B-1, Class B-2, Class

B-3, Class B-4, Class B-5 or Class B-6 Distribution Amounts.

Class B Interest Accrual Amount: With respect to any Distribution

Date, the sum of the Interest Accrual Amounts for the Classes of Class B

Certificates with respect to such Distribution Date.

Class B Interest Percentage: With respect to any Distribution Date

and any Class of Class B Certificates, the percentage calculated by dividing the

Interest Accrual Amount of such Class (determined without regard to clause (ii)

of the definition thereof) by the Class B Interest Accrual Amount (determined

without regard to clause (ii) of the definition of each Interest Accrual

Amount).

Class B Interest Shortfall Amount: Any of the Class B-1 Interest

Shortfall Amount, Class B-2 Interest Shortfall Amount, Class B-3 Interest

Shortfall Amount, Class B-4 Interest Shortfall Amount, Class B-5 Interest

Shortfall Amount or Class B-6 Interest Shortfall Amount.

Class B Loan Group I Optimal Principal Amount: Any of the Class B-1,

Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group I Optimal

Principal Amounts.

Class B Loan Group II Optimal Principal Amount: Any of the Class

B-1, Class B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Loan Group II

Optimal Principal Amounts.

Class B Loss Percentage: With respect to any Determination Date and

any Class of Class B Certificates then outstanding, the percentage calculated by

dividing the Principal Balance of such Class B Certificates by the Class B

Principal Balance (determined without regard to any Principal Balance of any

Class of Class B Certificates not then outstanding), in each case determined as

of the preceding Determination Date.

Class B Optimal Principal Amount: Any of the Class B-1, Class B-2,

Class B-3, Class B-4, Class B-5 or Class B-6 Optimal Principal Amounts.

Class B Pass-Through Rate: As to any Distribution Date, a per annum

rate equal to the weighted average (based on the Group Subordinate Amount for

each Loan Group) of 5.500% for Loan Group 1 and 5.250% for Loan Group 2.

Class B Principal Balance: As of any date, an amount equal to the

sum of the Class B-1 Principal Balance, Class B-2 Principal Balance, Class B-3

Principal Balance, Class B-4 Principal Balance, Class B-5 Principal Balance and

Class B-6 Principal Balance.

Class B Principal Distribution Amount: Any of the Class B-1, Class

B-2, Class B-3, Class B-4, Class B-5 or Class B-6 Principal Distribution Amount.

Class B Unpaid Interest Shortfall: Any of the Class B-1 Unpaid

Interest Shortfall, Class B-2 Unpaid Interest Shortfall, Class B-3 Unpaid

Interest Shortfall, Class B-4 Unpaid Interest Shortfall, Class B-5 Unpaid

Interest Shortfall or Class B-6 Unpaid Interest Shortfall.

Class B-1 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit B-1 and Exhibit C hereto.

Class B-1 Certificateholder: The registered holder of a Class B-1

Certificate.

Class B-1 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class B-1 Certificates pursuant to

Paragraphs first, second and third of Section 4.01(a)(ii).

Class B-1 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class B-1 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class B-1 Certificates on such Distribution Date pursuant to Paragraph

first of Section 4.01(a)(ii).

Class B-1 Loan Group I Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group I Mortgage Loans and without regard to the proviso thereto.

Class B-1 Loan Group II Optimal Principal Amount: As to any

Distribution Date, the Class B-1 Optimal Principal Amount calculated only with

respect to Group II Mortgage Loans and without regard to the proviso thereto.

Class B-1 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

(i) the Group I Class B-1 Percentage (with respect to each such

Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to

each such Group II Mortgage Loan) of the principal portion of the Monthly

Payment due on the Due Date occurring in the month of such Distribution

Date on such Mortgage Loan;

(ii) the Group I Class B-1 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-1 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of all

Unscheduled Principal Receipts (other than Recoveries) that were received

by a Servicer with respect to such Mortgage Loan during the Applicable

Unscheduled Principal Receipt Period relating to such Distribution Date

for each applicable type of Unscheduled Principal Receipt;

(iii) the Group I Class B-1 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-1 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of the

Scheduled Principal Balance of such Mortgage Loan which, during the one

month period ending on the day preceding the Determination Date for such

Distribution Date, was repurchased by the Seller pursuant to Section 2.02,

2.03 or 3.08; and

(iv) the Group I Class B-1 Percentage (with respect to each such

Group I Mortgage Loan) or Group II Class B-1 Percentage (with respect to

each such Group II Mortgage Loan) of the excess of the unpaid principal

balance of any Mortgage Loan for which a Mortgage Loan was substituted

during the one month period ending on the day preceding the Determination

Date for such Distribution Date over the unpaid principal balance of the

substituted Mortgage Loan, less the amount allocable to the principal

portion of any unreimbursed Periodic Advances previously made by the

applicable Servicer, the Master Servicer or the Trustee in respect of such

Mortgage Loan for which a Mortgage Loan was substituted; and

(II) the Group I Class B-1 Prepayment Percentage or Group II Class B-1

Prepayment Percentage, as applicable, of the Non-PO Recovery for each Loan

Group for such Distribution Date;

provided, however, that if an Optimal Adjustment Event occurs with respect to

such Class and such Distribution Date, the Class B-1 Optimal Principal Amount

will equal the lesser of (A) the Class B-1 Optimal Principal Amount calculated

as described in the preceding provisions and (B) the Adjusted Principal Balance

for the Class B-1 Certificates.

Class B-1 Principal Balance: As to the first Determination Date, the

Original Class B-1 Principal Balance. As of any subsequent Determination Date,

the Original Class B-1 Principal Balance less the sum of all amounts previously

distributed in respect of the Class B-1 Certificates on prior Distribution Dates

(A) pursuant to Paragraph third of Section 4.01(a)(ii) and (B) as a result of a

Principal Adjustment; provided, however, if the Class B-1 Certificates are the

most subordinate Certificates outstanding, the Class B-1 Principal Balance will

equal the difference, if any, between the Aggregate Adjusted Pool Amount as of

the preceding Distribution Date less the Aggregate Class A Principal Balance as

of such Determination Date.

Class B-1 Principal Distribution Amount: As to any Distribution

Date, any amount distributable to the Holders of the Class B-1 Certificates

pursuant to Paragraph third of Section 4.01(a)(ii).

Class B-1 Unpaid Interest Shortfall: As to any Distribution Date,

the amount, if any, by which the aggregate of the Class B-1 Interest Shortfall

Amounts for prior Distribution Dates is in excess of the amounts distributed in

respect of the Class B-1 Certificates on prior Distribution Dates pursuant to

Paragraph second of Section 4.01(a)(ii).

Class B-2 Certificate: Any one of the Certificates executed by the

Trustee and authenticated by the Trustee or the Authenticating Agent in

substantially the form set forth in Exhibit B-2 and Exhibit C hereto.

Class B-2 Certificateholder: The registered holder of a Class B-2

Certificate.

Class B-2 Distribution Amount: As to any Distribution Date, any

amount distributable to the Holders of the Class B-2 Certificates pursuant to

Paragraphs fourth, fifth and sixth of Section 4.01(a)(ii).

Class B-2 Interest Shortfall Amount: As to any Distribution Date,

any amount by which the Interest Accrual Amount of the Class B-2 Certificates

with respect to such Distribution Date exceeds the amount distributed in respect

of the Class B-2 Certificates on such Distribution Date pursuant to Paragraph

fourth of Section 4.01(a)(ii).

Class B-2 Loan Group I Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group I Mortgage Loans and without regard to the proviso thereto.

Class B-2 Loan Group II Optimal Principal Amount: As to any

Distribution Date, the Class B-2 Optimal Principal Amount calculated only with

respect to Group II Mortgage Loans and without regard to the proviso thereto.

Class B-2 Optimal Principal Amount: As to any Distribution Date, an

amount equal to the sum of (I) the sum, as to each Outstanding Mortgage Loan, of

the product of (x) the Non-PO Fraction with respect to such Mortgage Loan and

(y) the sum of:

(i) the Group I Class B-2 Percentage (with respect to each such

Group I Mortgage Loan) or Group II Class B-2 Percentage (with respect to

each such Group II Mortgage Loan) of the principal portion of the Monthly

Payment due on the Due Date occurring in the month of such Distribution

Date on such Mortgage Loan;

(ii) the Group I Class B-2 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-2 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of all

Unscheduled Principal Receipts (other than Recoveries) that were received

by a Servicer with respect to such Mortgage Loan during the Applicable

Unscheduled Principal Receipt Period relating to such Distribution Date

for each applicable type of Unscheduled Principal Receipt;

(iii) the Group I Class B-2 Prepayment Percentage (with respect to

each such Group I Mortgage Loan) or Group II Class B-2 Prepayment

Percentage (with respect to each such Group II Mortgage Loan) of the

Scheduled Principal Balance of such Mortgage Loan which, during the one

month period ending on the day preceding the Determination Date for such

Distribution Date, was repurchased by the Seller pursuant to Section 2.02,

2.03 or 3.08; and

(iv) the Group I Class B-2 Percentage (with respect to each such