POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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BEAR STEARNS ASSET BACKED SECURITIES I LLC | EMC MORTGAGE CORPORATION, | LASALLE BANK NATIONAL ASSOCIATION,

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 3/15/2005

BEAR STEARNS ASSET BACKED SECURITIES I LLC,

Depositor,

EMC MORTGAGE CORPORATION,

Seller and Master Servicer,

and

LASALLE BANK NATIONAL ASSOCIATION,

Trustee

____________________

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2005

________________________________________

BEAR STEARNS ASSET BACKED SECURITIES I TRUST 2005-HE2

ASSET-BACKED CERTIFICATES, SERIES 2005-HE2

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TABLE OF CONTENTS

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PAGE

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms...............................................................................6

Section 1.02 Allocation of Certain Interest Shortfalls..................................................75

ARTICLE II

CONVEYANCE OF TRUST FUND REPRESENTATIONS AND WARRANTIES

Section 2.01 Conveyance of Trust Fund...................................................................77

Section 2.02 Acceptance of the Mortgage Loans...........................................................79

Section 2.03 Representations, Warranties and Covenants of the Master Servicer and the Seller............81

Section 2.04 Representations and Warranties of the Depositor............................................86

Section 2.05 Delivery of Opinion of Counsel in Connection with Substitutions and Repurchases............87

Section 2.06 Countersignature and Delivery of Certificates..............................................88

ARTICLE III

ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

Section 3.01 The Master Servicer to act as Master Servicer..............................................90

Section 3.02 Due-on-Sale Clauses; Assumption Agreements.................................................91

Section 3.03 Subservicers...............................................................................92

Section 3.04 Documents, Records and Funds in Possession of the Master Servicer To Be Held for

Trustee....................................................................................93

Section 3.05 Maintenance of Hazard Insurance............................................................93

Section 3.06 Presentment of Claims and Collection of Proceeds...........................................94

Section 3.07 Maintenance of the Primary Mortgage Insurance Policies.....................................94

Section 3.08 Fidelity Bond, Errors and Omissions Insurance..............................................95

Section 3.09 Realization Upon Defaulted Mortgage Loans; Determination of Excess Liquidation

Proceeds and Realized Losses; Repurchases of Certain Mortgage Loans........................95

Section 3.10 Servicing Compensation.....................................................................98

Section 3.11 REO Property...............................................................................98

Section 3.12 Liquidation Reports........................................................................99

Section 3.13 Annual Certificate as to Compliance........................................................99

Section 3.14 Annual Independent Certified Public Accountants' Servicing Report..........................99

Section 3.15 Books and Records.........................................................................100

Section 3.16 Reports Filed with Securities and Exchange Commission.....................................100

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Section 3.17 UCC.......................................................................................102

Section 3.18 Optional Purchase of Certain Mortgage Loans...............................................102

Section 3.19 Obligations of the Master Servicer in Respect of Mortgage Rates and Scheduled

Payments..................................................................................103

Section 3.20 Reserve Fund; Payments to and from Swap Administrator.....................................103

Section 3.21 Advancing Facility........................................................................106

ARTICLE IV

ACCOUNTS

Section 4.01 Collection of Mortgage Loan Payments; Protected Account...................................108

Section 4.02 Permitted Withdrawals From the Protected Account..........................................110

Section 4.03 Collection of Taxes; Assessments and Similar Items; Escrow Accounts.......................112

Section 4.04 Distribution Account......................................................................112

Section 4.05 Permitted Withdrawals and Transfers from the Distribution Account.........................113

Section 4.06 Class P Certificate Account...............................................................113

ARTICLE V

DISTRIBUTIONS AND ADVANCES

Section 5.01 Advances..................................................................................114

Section 5.02 Compensating Interest Payments............................................................115

Section 5.03 REMIC Distributions.......................................................................115

Section 5.04 Distributions.............................................................................115

Section 5.05 Allocation of Realized Losses.............................................................121

Section 5.06 Monthly Statements to Certificateholders..................................................124

Section 5.07 REMIC Designations and REMIC Distributions................................................127

ARTICLE VI

THE CERTIFICATES

Section 6.01 The Certificates..........................................................................133

Section 6.02 Certificate Register; Registration of Transfer and Exchange of Certificates...............134

Section 6.03 Mutilated, Destroyed, Lost or Stolen Certificates.........................................138

Section 6.04 Persons Deemed Owners.....................................................................139

Section 6.05 Access to List of Certificateholders' Names and Addresses.................................139

Section 6.06 Book-Entry Certificates...................................................................139

Section 6.07 Notices to Depository.....................................................................140

Section 6.08 Definitive Certificates...................................................................140

Section 6.09 Maintenance of Office or Agency...........................................................141

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ARTICLE VII

THE DEPOSITOR AND THE MASTER SERVICER

Section 7.01 Liabilities of the Depositor and the Master Servicer......................................142

Section 7.02 Merger or Consolidation of the Depositor or the Master Servicer...........................142

Section 7.03 Indemnification of the Trustee and the Master Servicer....................................142

Section 7.04 Limitations on Liability of the Depositor, the Master Servicer and Others.................143

Section 7.05 Master Servicer Not to Resign.............................................................144

Section 7.06 Successor Master Servicer.................................................................144

Section 7.07 Sale and Assignment of Master Servicing...................................................144

ARTICLE VIII

DEFAULT; TERMINATION OF MASTER SERVICER

Section 8.01 Events of Default.........................................................................146

Section 8.02 Trustee to Act; Appointment of Successor..................................................148

Section 8.03 Notification to Certificateholders........................................................149

Section 8.04 Waiver of Defaults........................................................................149

ARTICLE IX

CONCERNING THE TRUSTEE

Section 9.01 Duties of Trustee.........................................................................151

Section 9.02 Certain Matters Affecting the Trustee.....................................................152

Section 9.03 Trustee Not Liable for Certificates or Mortgage Loans.....................................155

Section 9.04 Trustee May Own Certificates..............................................................155

Section 9.05 Trustee's Fees and Expenses...............................................................155

Section 9.06 Eligibility Requirements for Trustee......................................................156

Section 9.07 Insurance.................................................................................156

Section 9.08 Resignation and Removal of Trustee........................................................156

Section 9.09 Successor Trustee.........................................................................157

Section 9.10 Merger or Consolidation of Trustee........................................................158

Section 9.11 Appointment of Co-Trustee or Separate Trustee.............................................158

Section 9.12 Tax Matters...............................................................................159

ARTICLE X

TERMINATION

Section 10.01 Termination upon Liquidation or Repurchase of all Mortgage Loans..........................162

Section 10.02 Final Distribution on the Certificates....................................................162

Section 10.03 Additional Termination Requirements.......................................................165

iii

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ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01 Amendment.................................................................................167

Section 11.02 Recordation of Agreement; Counterparts....................................................168

Section 11.03 Governing Law.............................................................................169

Section 11.04 Intention of Parties......................................................................169

Section 11.05 Notices...................................................................................169

Section 11.06 Severability of Provisions................................................................170

Section 11.07 Assignment................................................................................170

Section 11.08 Limitation on Rights of Certificateholders................................................170

Section 11.09 Inspection and Audit Rights...............................................................172

Section 11.10 Certificates Nonassessable and Fully Paid.................................................172

Section 11.11 Third Party Rights........................................................................172

EXHIBITS

--------

Exhibit A-1 Form of Class A Certificates

Exhibit A-2 Form of Class M Certificates

Exhibit A-3 Form of Class P Certificates

Exhibit A-4 Form of Class CE Certificates

Exhibit A-5 Form of Class R Certificates

Exhibit B Mortgage Loan Schedule

Exhibit C Form of Transfer Affidavit

Exhibit D Form of Transferor Certificate

Exhibit E Form of Investment Letter (Non-Rule 144A)

Exhibit F Form of Rule 144A and Related Matters Certificate

Exhibit G Form of Request for Release

Exhibit H DTC Letter of Representations

Exhibit I Schedule of Mortgage Loans with Lost Notes

Exhibit J Form of Custodial Agreement

Exhibit K Form of Back-Up Certification

Exhibit L Form of Mortgage Loan Purchase Agreement

Exhibit M Swap Agreement

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<PAGE>

POOLING AND SERVICING AGREEMENT, dated as of February 1, 2005, among

BEAR STEARNS ASSET BACKED SECURITIES I LLC, a Delaware limited liability

company, as depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware

corporation, as seller (in such capacity, the "Seller") and as master servicer

(in such capacity, the "Master Servicer") and LASALLE BANK NATIONAL ASSOCIATION,

a national banking association, not in its individual capacity, but solely as

trustee (the "Trustee").

PRELIMINARY STATEMENT

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

the Trustee in return for the Certificates.

REMIC I

-------

As provided herein, the Trustee will elect to treat the segregated pool

of assets consisting of the Mortgage Loans and certain other related assets

subject to this Agreement (other than the Reserve Fund, the Swap Agreement, the

Swap Account and any rights or obligations in respect of the Swap Administration

Agreement) as a REMIC for federal income tax purposes, and such segregated pool

of assets will be designated as "REMIC I". The Class R-1 Certificates will be

the sole class of "residual interests" in REMIC I for purposes of the REMIC

Provisions (as defined herein). The following table irrevocably sets forth the

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

Uncertificated Principal Balance and, for purposes of satisfying Treasury

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

each of the REMIC I Regular Interests (as defined herein). None of the REMIC I

Regular Interests will be certificated.

UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

I-1-A Variable(2) $ 1,176,508.43 February 25, 2035

I-1-B Variable(2) $ 1,176,508.43 February 25, 2035

I-2-A Variable(2) $ 1,512,976.07 February 25, 2035

I-2-B Variable(2) $ 1,512,976.07 February 25, 2035

I-3-A Variable(2) $ 1,849,089.61 February 25, 2035

I-3-B Variable(2) $ 1,849,089.61 February 25, 2035

I-4-A Variable(2) $ 2,181,990.40 February 25, 2035

I-4-B Variable(2) $ 2,181,990.40 February 25, 2035

I-5-A Variable(2) $ 2,508,686.84 February 25, 2035

I-5-B Variable(2) $ 2,508,686.84 February 25, 2035

I-6-A Variable(2) $ 2,825,229.97 February 25, 2035

I-6-B Variable(2) $ 2,825,229.97 February 25, 2035

I-7-A Variable(2) $ 3,129,485.85 February 25, 2035

I-7-B Variable(2) $ 3,129,485.85 February 25, 2035

I-8-A Variable(2) $ 3,417,728.76 February 25, 2035

I-8-B Variable(2) $ 3,417,728.76 February 25, 2035

I-9-A Variable(2) $ 3,684,708.89 February 25, 2035

I-9-B Variable(2) $ 3,684,708.89 February 25, 2035

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UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

I-10-A Variable(2) $ 3,892,233.20 February 25, 2035

I-10-B Variable(2) $ 3,892,233.20 February 25, 2035

I-11-A Variable(2) $ 3,818,218.86 February 25, 2035

I-11-B Variable(2) $ 3,818,218.86 February 25, 2035

I-12-A Variable(2) $ 3,647,101.99 February 25, 2035

I-12-B Variable(2) $ 3,647,101.99 February 25, 2035

I-13-A Variable(2) $ 3,481,997.75 February 25, 2035

I-13-B Variable(2) $ 3,481,997.75 February 25, 2035

I-14-A Variable(2) $ 3,324,458.70 February 25, 2035

I-14-B Variable(2) $ 3,324,458.70 February 25, 2035

I-15-A Variable(2) $ 3,174,135.22 February 25, 2035

I-15-B Variable(2) $ 3,174,135.22 February 25, 2035

I-16-A Variable(2) $ 3,030,692.07 February 25, 2035

I-16-B Variable(2) $ 3,030,692.07 February 25, 2035

I-17-A Variable(2) $ 2,893,815.37 February 25, 2035

I-17-B Variable(2) $ 2,893,815.37 February 25, 2035

I-18-A Variable(2) $ 2,763,194.74 February 25, 2035

I-18-B Variable(2) $ 2,763,194.74 February 25, 2035

I-19-A Variable(2) $ 2,638,552.04 February 25, 2035

I-19-B Variable(2) $ 2,638,552.04 February 25, 2035

I-20-A Variable(2) $ 2,519,605.97 February 25, 2035

I-20-B Variable(2) $ 2,519,605.97 February 25, 2035

I-21-A Variable(2) $ 2,406,093.75 February 25, 2035

I-21-B Variable(2) $ 2,406,093.75 February 25, 2035

I-22-A Variable(2) $ 2,297,784.91 February 25, 2035

I-22-B Variable(2) $ 2,297,784.91 February 25, 2035

I-23-A Variable(2) $ 2,190,104.73 February 25, 2035

I-23-B Variable(2) $ 2,190,104.73 February 25, 2035

I-24-A Variable(2) $ 32,945,914.54 February 25, 2035

I-24-B Variable(2) $ 32,945,914.54 February 25, 2035

I-25-A Variable(2) $ 538,570.39 February 25, 2035

I-25-B Variable(2) $ 538,570.39 February 25, 2035

I-26-A Variable(2) $ 517,956.06 February 25, 2035

I-26-B Variable(2) $ 517,956.06 February 25, 2035

I-27-A Variable(2) $ 498,161.83 February 25, 2035

I-27-B Variable(2) $ 498,161.83 February 25, 2035

I-28-A Variable(2) $ 479,153.83 February 25, 2035

I-28-B Variable(2) $ 479,153.83 February 25, 2035

I-29-A Variable(2) $ 460,899.64 February 25, 2035

I-29-B Variable(2) $ 460,899.64 February 25, 2035

I-30-A Variable(2) $ 443,368.21 February 25, 2035

I-30-B Variable(2) $ 443,368.21 February 25, 2035

I-31-A Variable(2) $ 426,529.84 February 25, 2035

I-31-B Variable(2) $ 426,529.84 February 25, 2035

I-32-A Variable(2) $ 410,356.05 February 25, 2035

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UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

I-32-B Variable(2) $ 410,356.05 February 25, 2035

I-33-A Variable(2) $ 394,819.61 February 25, 2035

I-33-B Variable(2) $ 394,819.61 February 25, 2035

I-34-A Variable(2) $ 379,783.36 February 25, 2035

I-34-B Variable(2) $ 379,783.36 February 25, 2035

I-35-A Variable(2) $ 365,066.46 February 25, 2035

I-35-B Variable(2) $ 365,066.46 February 25, 2035

I-36-A Variable(2) $ 3,063,660.58 February 25, 2035

I-36-B Variable(2) $ 3,063,660.58 February 25, 2035

I-37-A Variable(2) $ 209,701.36 February 25, 2035

I-37-B Variable(2) $ 209,701.36 February 25, 2035

I-38-A Variable(2) $ 203,091.55 February 25, 2035

I-38-B Variable(2) $ 203,091.55 February 25, 2035

I-39-A Variable(2) $ 196,688.95 February 25, 2035

I-39-B Variable(2) $ 196,688.95 February 25, 2035

I-40-A Variable(2) $ 190,487.08 February 25, 2035

I-40-B Variable(2) $ 190,487.08 February 25, 2035

I-41-A Variable(2) $ 184,479.68 February 25, 2035

I-41-B Variable(2) $ 184,479.68 February 25, 2035

I-42-A Variable(2) $ 178,660.67 February 25, 2035

I-42-B Variable(2) $ 178,660.67 February 25, 2035

I-43-A Variable(2) $ 173,024.18 February 25, 2035

I-43-B Variable(2) $ 173,024.18 February 25, 2035

I-44-A Variable(2) $ 167,564.50 February 25, 2035

I-44-B Variable(2) $ 167,564.50 February 25, 2035

I-45-A Variable(2) $ 162,276.11 February 25, 2035

I-45-B Variable(2) $ 162,276.11 February 25, 2035

I-46-A Variable(2) $ 157,153.66 February 25, 2035

I-46-B Variable(2) $ 157,153.66 February 25, 2035

I-47-A Variable(2) $ 152,191.97 February 25, 2035

I-47-B Variable(2) $ 152,191.97 February 25, 2035

I-48-A Variable(2) $ 147,386.01 February 25, 2035

I-48-B Variable(2) $ 147,386.01 February 25, 2035

I-49-A Variable(2) $ 142,730.91 February 25, 2035

I-49-B Variable(2) $ 142,730.91 February 25, 2035

I-50-A Variable(2) $ 138,221.98 February 25, 2035

I-50-B Variable(2) $ 138,221.98 February 25, 2035

I-51-A Variable(2) $ 133,854.62 February 25, 2035

I-51-B Variable(2) $ 133,854.62 February 25, 2035

I-52-A Variable(2) $ 129,624.42 February 25, 2035

I-52-B Variable(2) $ 129,624.42 February 25, 2035

I-53-A Variable(2) $ 125,527.09 February 25, 2035

I-53-B Variable(2) $ 125,527.09 February 25, 2035

I-54-A Variable(2) $ 121,558.49 February 25, 2035

I-54-B Variable(2) $ 121,558.49 February 25, 2035

<PAGE>

UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

I-55-A Variable(2) $ 117,714.57 February 25, 2035

I-55-B Variable(2) $ 117,714.57 February 25, 2035

I-56-A Variable(2) $ 113,991.45 February 25, 2035

I-56-B Variable(2) $ 113,991.45 February 25, 2035

I-57-A Variable(2) $ 110,385.34 February 25, 2035

I-57-B Variable(2) $ 110,385.34 February 25, 2035

I-58-A Variable(2) $ 106,921.99 February 25, 2035

I-58-B Variable(2) $ 106,921.99 February 25, 2035

I-59-A Variable(2) $ 103,765.47 February 25, 2035

I-59-B Variable(2) $ 103,765.47 February 25, 2035

I-60-A Variable(2) $ 3,137,735.85 February 25, 2035

I-60-B Variable(2) $ 3,137,735.85 February 25, 2035

II-1-A Variable(2) $ 1,466,874.99 February 25, 2035

II-1-B Variable(2) $ 1,466,874.99 February 25, 2035

II-2-A Variable(2) $ 1,886,384.06 February 25, 2035

II-2-B Variable(2) $ 1,886,384.06 February 25, 2035

II-3-A Variable(2) $ 2,305,451.65 February 25, 2035

II-3-B Variable(2) $ 2,305,451.65 February 25, 2035

II-4-A Variable(2) $ 2,720,513.56 February 25, 2035

II-4-B Variable(2) $ 2,720,513.56 February 25, 2035

II-5-A Variable(2) $ 3,127,839.87 February 25, 2035

II-5-B Variable(2) $ 3,127,839.87 February 25, 2035

II-6-A Variable(2) $ 3,522,506.99 February 25, 2035

II-6-B Variable(2) $ 3,522,506.99 February 25, 2035

II-7-A Variable(2) $ 3,901,854.33 February 25, 2035

II-7-B Variable(2) $ 3,901,854.33 February 25, 2035

II-8-A Variable(2) $ 4,261,236.63 February 25, 2035

II-8-B Variable(2) $ 4,261,236.63 February 25, 2035

II-9-A Variable(2) $ 4,594,108.43 February 25, 2035

II-9-B Variable(2) $ 4,594,108.43 February 25, 2035

II-10-A Variable(2) $ 4,852,850.49 February 25, 2035

II-10-B Variable(2) $ 4,852,850.49 February 25, 2035

II-11-A Variable(2) $ 4,760,569.14 February 25, 2035

II-11-B Variable(2) $ 4,760,569.14 February 25, 2035

II-12-A Variable(2) $ 4,547,220.01 February 25, 2035

II-12-B Variable(2) $ 4,547,220.01 February 25, 2035

II-13-A Variable(2) $ 4,341,367.45 February 25, 2035

II-13-B Variable(2) $ 4,341,367.45 February 25, 2035

II-14-A Variable(2) $ 4,144,947.19 February 25, 2035

II-14-B Variable(2) $ 4,144,947.19 February 25, 2035

II-15-A Variable(2) $ 3,957,523.32 February 25, 2035

II-15-B Variable(2) $ 3,957,523.32 February 25, 2035

II-16-A Variable(2) $ 3,778,677.89 February 25, 2035

II-16-B Variable(2) $ 3,778,677.89 February 25, 2035

II-17-A Variable(2) $ 3,608,019.52 February 25, 2035

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UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

II-17-B Variable(2) $ 3,608,019.52 February 25, 2035

II-18-A Variable(2) $ 3,445,161.25 February 25, 2035

II-18-B Variable(2) $ 3,445,161.25 February 25, 2035

II-19-A Variable(2) $ 3,289,756.27 February 25, 2035

II-19-B Variable(2) $ 3,289,756.27 February 25, 2035

II-20-A Variable(2) $ 3,141,453.88 February 25, 2035

II-20-B Variable(2) $ 3,141,453.88 February 25, 2035

II-21-A Variable(2) $ 2,999,926.43 February 25, 2035

II-21-B Variable(2) $ 2,999,926.43 February 25, 2035

II-22-A Variable(2) $ 2,864,886.58 February 25, 2035

II-22-B Variable(2) $ 2,864,886.58 February 25, 2035

II-23-A Variable(2) $ 2,730,630.54 February 25, 2035

II-23-B Variable(2) $ 2,730,630.54 February 25, 2035

II-24-A Variable(2) $ 41,077,085.95 February 25, 2035

II-24-B Variable(2) $ 41,077,085.95 February 25, 2035

II-25-A Variable(2) $ 671,491.53 February 25, 2035

II-25-B Variable(2) $ 671,491.53 February 25, 2035

II-26-A Variable(2) $ 645,789.49 February 25, 2035

II-26-B Variable(2) $ 645,789.49 February 25, 2035

II-27-A Variable(2) $ 621,109.98 February 25, 2035

II-27-B Variable(2) $ 621,109.98 February 25, 2035

II-28-A Variable(2) $ 597,410.73 February 25, 2035

II-28-B Variable(2) $ 597,410.73 February 25, 2035

II-29-A Variable(2) $ 574,651.35 February 25, 2035

II-29-B Variable(2) $ 574,651.35 February 25, 2035

II-30-A Variable(2) $ 552,793.10 February 25, 2035

II-30-B Variable(2) $ 552,793.10 February 25, 2035

II-31-A Variable(2) $ 531,798.95 February 25, 2035

II-31-B Variable(2) $ 531,798.95 February 25, 2035

II-32-A Variable(2) $ 511,633.41 February 25, 2035

II-32-B Variable(2) $ 511,633.41 February 25, 2035

II-33-A Variable(2) $ 492,262.52 February 25, 2035

II-33-B Variable(2) $ 492,262.52 February 25, 2035

II-34-A Variable(2) $ 473,515.27 February 25, 2035

II-34-B Variable(2) $ 473,515.27 February 25, 2035

II-35-A Variable(2) $ 455,166.19 February 25, 2035

II-35-B Variable(2) $ 455,166.19 February 25, 2035

II-36-A Variable(2) $ 3,819,783.14 February 25, 2035

II-36-B Variable(2) $ 3,819,783.14 February 25, 2035

II-37-A Variable(2) $ 261,456.42 February 25, 2035

II-37-B Variable(2) $ 261,456.42 February 25, 2035

II-38-A Variable(2) $ 253,215.29 February 25, 2035

II-38-B Variable(2) $ 253,215.29 February 25, 2035

II-39-A Variable(2) $ 245,232.50 February 25, 2035

II-39-B Variable(2) $ 245,232.50 February 25, 2035

<PAGE>

UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

II-40-A Variable(2) $ 237,499.98 February 25, 2035

II-40-B Variable(2) $ 237,499.98 February 25, 2035

II-41-A Variable(2) $ 230,009.94 February 25, 2035

II-41-B Variable(2) $ 230,009.94 February 25, 2035

II-42-A Variable(2) $ 222,754.77 February 25, 2035

II-42-B Variable(2) $ 222,754.77 February 25, 2035

II-43-A Variable(2) $ 215,727.18 February 25, 2035

II-43-B Variable(2) $ 215,727.18 February 25, 2035

II-44-A Variable(2) $ 208,920.03 February 25, 2035

II-44-B Variable(2) $ 208,920.03 February 25, 2035

II-45-A Variable(2) $ 202,326.45 February 25, 2035

II-45-B Variable(2) $ 202,326.45 February 25, 2035

II-46-A Variable(2) $ 195,939.76 February 25, 2035

II-46-B Variable(2) $ 195,939.76 February 25, 2035

II-47-A Variable(2) $ 189,753.50 February 25, 2035

II-47-B Variable(2) $ 189,753.50 February 25, 2035

II-48-A Variable(2) $ 183,761.41 February 25, 2035

II-48-B Variable(2) $ 183,761.41 February 25, 2035

II-49-A Variable(2) $ 177,957.42 February 25, 2035

II-49-B Variable(2) $ 177,957.42 February 25, 2035

II-50-A Variable(2) $ 172,335.66 February 25, 2035

II-50-B Variable(2) $ 172,335.66 February 25, 2035

II-51-A Variable(2) $ 166,890.42 February 25, 2035

II-51-B Variable(2) $ 166,890.42 February 25, 2035

II-52-A Variable(2) $ 161,616.20 February 25, 2035

II-52-B Variable(2) $ 161,616.20 February 25, 2035

II-53-A Variable(2) $ 156,507.64 February 25, 2035

II-53-B Variable(2) $ 156,507.64 February 25, 2035

II-54-A Variable(2) $ 151,559.56 February 25, 2035

II-54-B Variable(2) $ 151,559.56 February 25, 2035

II-55-A Variable(2) $ 146,766.96 February 25, 2035

II-55-B Variable(2) $ 146,766.96 February 25, 2035

II-56-A Variable(2) $ 142,124.95 February 25, 2035

II-56-B Variable(2) $ 142,124.95 February 25, 2035

II-57-A Variable(2) $ 137,628.84 February 25, 2035

II-57-B Variable(2) $ 137,628.84 February 25, 2035

II-58-A Variable(2) $ 133,310.72 February 25, 2035

II-58-B Variable(2) $ 133,310.72 February 25, 2035

II-59-A Variable(2) $ 129,375.17 February 25, 2035

II-59-B Variable(2) $ 129,375.17 February 25, 2035

II-60-A Variable(2) $ 3,912,140.46 February 25, 2035

II-60-B Variable(2) $ 3,912,140.46 February 25, 2035

III-1-A Variable(2) $ 767,796.30 February 25, 2035

III-1-B Variable(2) $ 767,796.30 February 25, 2035

III-2-A Variable(2) $ 987,377.05 February 25, 2035

<PAGE>

UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

III-2-B Variable(2) $ 987,377.05 February 25, 2035

III-3-A Variable(2) $ 1,206,726.72 February 25, 2035

III-3-B Variable(2) $ 1,206,726.72 February 25, 2035

III-4-A Variable(2) $ 1,423,979.72 February 25, 2035

III-4-B Variable(2) $ 1,423,979.72 February 25, 2035

III-5-A Variable(2) $ 1,637,183.73 February 25, 2035

III-5-B Variable(2) $ 1,637,183.73 February 25, 2035

III-6-A Variable(2) $ 1,843,761.63 February 25, 2035

III-6-B Variable(2) $ 1,843,761.63 February 25, 2035

III-7-A Variable(2) $ 2,042,320.80 February 25, 2035

III-7-B Variable(2) $ 2,042,320.80 February 25, 2035

III-8-A Variable(2) $ 2,230,429.81 February 25, 2035

III-8-B Variable(2) $ 2,230,429.81 February 25, 2035

III-9-A Variable(2) $ 2,404,662.61 February 25, 2035

III-9-B Variable(2) $ 2,404,662.61 February 25, 2035

III-10-A Variable(2) $ 2,540,094.19 February 25, 2035

III-10-B Variable(2) $ 2,540,094.19 February 25, 2035

III-11-A Variable(2) $ 2,491,791.99 February 25, 2035

III-11-B Variable(2) $ 2,491,791.99 February 25, 2035

III-12-A Variable(2) $ 2,380,120.12 February 25, 2035

III-12-B Variable(2) $ 2,380,120.12 February 25, 2035

III-13-A Variable(2) $ 2,272,372.13 February 25, 2035

III-13-B Variable(2) $ 2,272,372.13 February 25, 2035

III-14-A Variable(2) $ 2,169,561.22 February 25, 2035

III-14-B Variable(2) $ 2,169,561.22 February 25, 2035

III-15-A Variable(2) $ 2,071,459.24 February 25, 2035

III-15-B Variable(2) $ 2,071,459.24 February 25, 2035

III-16-A Variable(2) $ 1,977,847.40 February 25, 2035

III-16-B Variable(2) $ 1,977,847.40 February 25, 2035

III-17-A Variable(2) $ 1,888,520.87 February 25, 2035

III-17-B Variable(2) $ 1,888,520.87 February 25, 2035

III-18-A Variable(2) $ 1,803,277.08 February 25, 2035

III-18-B Variable(2) $ 1,803,277.08 February 25, 2035

III-19-A Variable(2) $ 1,721,934.52 February 25, 2035

III-19-B Variable(2) $ 1,721,934.52 February 25, 2035

III-20-A Variable(2) $ 1,644,309.62 February 25, 2035

III-20-B Variable(2) $ 1,644,309.62 February 25, 2035

III-21-A Variable(2) $ 1,570,230.88 February 25, 2035

III-21-B Variable(2) $ 1,570,230.88 February 25, 2035

III-22-A Variable(2) $ 1,499,547.90 February 25, 2035

III-22-B Variable(2) $ 1,499,547.90 February 25, 2035

III-23-A Variable(2) $ 1,429,275.18 February 25, 2035

III-23-B Variable(2) $ 1,429,275.18 February 25, 2035

III-24-A Variable(2) $ 21,500,696.84 February 25, 2035

III-24-B Variable(2) $ 21,500,696.84 February 25, 2035

<PAGE>

UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

III-25-A Variable(2) $ 351,474.19 February 25, 2035

III-25-B Variable(2) $ 351,474.19 February 25, 2035

III-26-A Variable(2) $ 338,021.16 February 25, 2035

III-26-B Variable(2) $ 338,021.16 February 25, 2035

III-27-A Variable(2) $ 325,103.33 February 25, 2035

III-27-B Variable(2) $ 325,103.33 February 25, 2035

III-28-A Variable(2) $ 312,698.59 February 25, 2035

III-28-B Variable(2) $ 312,698.59 February 25, 2035

III-29-A Variable(2) $ 300,785.81 February 25, 2035

III-29-B Variable(2) $ 300,785.81 February 25, 2035

III-30-A Variable(2) $ 289,344.69 February 25, 2035

III-30-B Variable(2) $ 289,344.69 February 25, 2035

III-31-A Variable(2) $ 278,355.87 February 25, 2035

III-31-B Variable(2) $ 278,355.87 February 25, 2035

III-32-A Variable(2) $ 267,800.76 February 25, 2035

III-32-B Variable(2) $ 267,800.76 February 25, 2035

III-33-A Variable(2) $ 257,661.59 February 25, 2035

III-33-B Variable(2) $ 257,661.59 February 25, 2035

III-34-A Variable(2) $ 247,848.84 February 25, 2035

III-34-B Variable(2) $ 247,848.84 February 25, 2035

III-35-A Variable(2) $ 238,244.51 February 25, 2035

III-35-B Variable(2) $ 238,244.51 February 25, 2035

III-36-A Variable(2) $ 1,999,362.84 February 25, 2035

III-36-B Variable(2) $ 1,999,362.84 February 25, 2035

III-37-A Variable(2) $ 136,852.34 February 25, 2035

III-37-B Variable(2) $ 136,852.34 February 25, 2035

III-38-A Variable(2) $ 132,538.74 February 25, 2035

III-38-B Variable(2) $ 132,538.74 February 25, 2035

III-39-A Variable(2) $ 128,360.36 February 25, 2035

III-39-B Variable(2) $ 128,360.36 February 25, 2035

III-40-A Variable(2) $ 124,312.98 February 25, 2035

III-40-B Variable(2) $ 124,312.98 February 25, 2035

III-41-A Variable(2) $ 120,392.52 February 25, 2035

III-41-B Variable(2) $ 120,392.52 February 25, 2035

III-42-A Variable(2) $ 116,595.00 February 25, 2035

III-42-B Variable(2) $ 116,595.00 February 25, 2035

III-43-A Variable(2) $ 112,916.59 February 25, 2035

III-43-B Variable(2) $ 112,916.59 February 25, 2035

III-44-A Variable(2) $ 109,353.58 February 25, 2035

III-44-B Variable(2) $ 109,353.58 February 25, 2035

III-45-A Variable(2) $ 105,902.34 February 25, 2035

III-45-B Variable(2) $ 105,902.34 February 25, 2035

III-46-A Variable(2) $ 102,559.40 February 25, 2035

III-46-B Variable(2) $ 102,559.40 February 25, 2035

III-47-A Variable(2) $ 99,321.37 February 25, 2035

<PAGE>

UNCERTIFICATED INITIAL

REMIC I UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

III-47-B Variable(2) $ 99,321.37 February 25, 2035

III-48-A Variable(2) $ 96,184.97 February 25, 2035

III-48-B Variable(2) $ 96,184.97 February 25, 2035

III-49-A Variable(2) $ 93,147.03 February 25, 2035

III-49-B Variable(2) $ 93,147.03 February 25, 2035

III-50-A Variable(2) $ 90,204.47 February 25, 2035

III-50-B Variable(2) $ 90,204.47 February 25, 2035

III-51-A Variable(2) $ 87,354.31 February 25, 2035

III-51-B Variable(2) $ 87,354.31 February 25, 2035

III-52-A Variable(2) $ 84,593.66 February 25, 2035

III-52-B Variable(2) $ 84,593.66 February 25, 2035

III-53-A Variable(2) $ 81,919.72 February 25, 2035

III-53-B Variable(2) $ 81,919.72 February 25, 2035

III-54-A Variable(2) $ 79,329.78 February 25, 2035

III-54-B Variable(2) $ 79,329.78 February 25, 2035

III-55-A Variable(2) $ 76,821.22 February 25, 2035

III-55-B Variable(2) $ 76,821.22 February 25, 2035

III-56-A Variable(2) $ 74,391.49 February 25, 2035

III-56-B Variable(2) $ 74,391.49 February 25, 2035

III-57-A Variable(2) $ 72,038.12 February 25, 2035

III-57-B Variable(2) $ 72,038.12 February 25, 2035

III-58-A Variable(2) $ 69,777.91 February 25, 2035

III-58-B Variable(2) $ 69,777.91 February 25, 2035

III-59-A Variable(2) $ 67,717.96 February 25, 2035

III-59-B Variable(2) $ 67,717.96 February 25, 2035

III-60-A Variable(2) $ 2,047,704.80 February 25, 2035

III-60-B Variable(2) $ 2,047,704.80 February 25, 2035

P 0.00% $ 100.00 February 25, 2035

___________________________

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for each REMIC I

Regular Interest.

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

Pass-Through Rate" herein.

REMIC II

--------

As provided herein, the Trustee will elect to treat the segregated pool

of assets consisting of the REMIC I Regular Interests as a REMIC for federal

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

"REMIC II". The Class R-2 Certificates will be the sole class of "residual

interests" in REMIC II for purposes of the REMIC Provisions. The following table

irrevocably sets forth the designation, the Uncertificated REMIC II Pass-Through

Rate, the initial Uncertificated Principal Balance and, for purposes of

satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible

maturity date" for each of the REMIC II Regular Interests (as defined herein).

None of the REMIC II Regular Interests will be certificated.

<PAGE>

UNCERTIFICATED INITIAL

REMIC II UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE (1)

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

AA Variable(2) $ 317,936,211.97 February 25, 2035

I-A-1 Variable(2) $ 552,440.00 February 25, 2035

I-A-2 Variable(2) $ 261,405.00 February 25, 2035

I-A-3 Variable(2) $ 68,995.00 February 25, 2035

II-A-1 Variable(2) $ 880,580.00 February 25, 2035

II-A-2 Variable(2) $ 220,145.00 February 25, 2035

III-A-1 Variable(2) $ 460,915.00 February 25, 2035

III-A-2 Variable(2) $ 115,230.00 February 25, 2035

M-1 Variable(2) $ 215,745.00 February 25, 2035

M-2 Variable(2) $ 173,570.00 February 25, 2035

M-3 Variable(2) $ 47,040.00 February 25, 2035

M-4 Variable(2) $ 48,665.00 February 25, 2035

M-5 Variable(2) $ 37,310.00 February 25, 2035

M-6 Variable(2) $ 32,440.00 February 25, 2035

M-7 Variable(2) $ 32,440.00 February 25, 2035

M-8 Variable(2) $ 32,440.00 February 25, 2035

ZZ Variable(2) $ 3,309,134.12 February 25, 2035

P 0.00% $ 100.00 February 25, 2035

IO (2) (3) February 25, 2035

1A Variable(2) $ 4,721.87 February 25, 2035

1B Variable(2) $ 22,378.67 February 25, 2035

2A Variable(2) $ 5,887.31 February 25, 2035

2B Variable(2) $ 27,901.81 February 25, 2035

3A Variable(2) $ 3,081.55 February 25, 2035

3B Variable(2) $ 14,604.45 February 25, 2035

XX Variable(2) $ 324,346,130.41 February 25, 2035

___________________________

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for each REMIC II

Regular Interest.

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

II Pass-Through Rate" herein.

(3) REMIC II Regular Interest IO will not have an Uncertificated Principal

Balance but will accrue interest on its uncertificated notional amount

calculated in accordance with the definition of "Uncertificated

Notional Amount" herein.

REMIC III

---------

As provided herein, the Trustee will elect to treat the segregated pool

of assets consisting of the REMIC II Regular Interests as a REMIC for federal

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

"REMIC III". The Class R-3 Certificates will represent the sole class of

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

<PAGE>

The following table irrevocably sets forth the designation,

Pass-Through Rate, Initial Certificate Principal Balance (or Uncertificated

Principal Balance, in the case of the Class CE, P and IO Interests) and, for

purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the

"latest possible maturity date" for each class of Certificates and interests

that represents ownership of one or more of the "regular interests" in REMIC III

created hereunder.

Each Certificate, other than the the Class P Certificate, the Class CE

Certificate and the Class R Certificates, represents ownership of a regular

interest in REMIC III and also represents (i) the right to receive payments with

respect to the Basis Risk Shortfall Carry Forward Amount and (ii) the obligation

to pay Class IO Distribution Amount (as defined herein). The entitlement to

principal of the REMIC III regular interest which corresponds to each

Certificate shall be equal in amount and timing to the entitlement to principal

of such Certificate.

INITIAL CERTIFICATE

OR UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE(1)

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

I-A-1(2) Variable(3) $ 110,488,000.00 February 25, 2035

I-A-2(2) Variable(3) $ 52,281,000.00 February 25, 2035

I-A-3(2) Variable(3) $ 13,799,000.00 February 25, 2035

II-A-1(2) Variable(3) $ 176,116,000.00 February 25, 2035

II-A-2(2) Variable(3) $ 44,029,000.00 February 25, 2035

III-A-1(2) Variable(3) $ 92,183,000.00 February 25, 2035

III-A-2(2) Variable(3) $ 23,046,000.00 February 25, 2035

M-1(2) Variable(3) $ 43,149,000.00 February 25, 2035

M-2(2) Variable(3) $ 34,714,000.00 February 25, 2035

M-3(2) Variable(3) $ 9,408,000.00 February 25, 2035

M-4(2) Variable(3) $ 9,733,000.00 February 25, 2035

M-5(2) Variable(3) $ 7,462,000.00 February 25, 2035

M-6(2) Variable(3) $ 6,488,000.00 February 25, 2035

M-7(2) Variable(3) $ 6,488,000.00 February 25, 2035

M-8(2) Variable(3) $ 6,488,000.00 February 25, 2035

Class CE Interest Variable(3)(4) $ 12,977,412.18 February 25, 2035

Class P Interest 0.00%(5) $ 100.00 February 25, 2035

Class IO Interest (6) (7)

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

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

regulations, the Distribution Date in the month following the maturity

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

designated as the "latest possible maturity date" for each REMIC III

Regular Interest.

(2) This Class of Certificates represents ownership of a "regular interest"

in REMIC III. Any amount distributed on this Class of Certificates on

any Distribution Date in excess of the amount distributable on the

related REMIC III Regular Interest on such Distribution Date shall be

treated for federal income tax purposes as having been paid from the

Reserve Fund or the Swap Account, as applicable, and any amount

<PAGE>

distributable on such REMIC III Regular Interest on such Distribution

Date in excess of the amount distributable on such Class of

Certificates on such Distribution Date shall be treated as having been

paid to the Swap Account, all pursuant to and as further provided in

Section 3.20 hereof.

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

herein. Each REMIC III Regular Interest which corresponds to a

Certificate will have the same Pass-Through Rate as such Certificate,

except with respect to the Net Rate Cap. The Net Rate Cap for each such

REMIC III Regular Interest and Certificate are specified in the

definition of Net Rate Cap.

(4) The Class CE Interest will accrue interest at its variable Pass-Through

Rate on the Uncertificated Notional Amount of the Class CE Interest

outstanding from time to time which shall equal the Uncertificated

Principal Balance of the REMIC II Regular Interests (other than REMIC

II Regular Interest P). The Class CE Interest will not accrue interest

on its Uncertificated Principal Balance.

(5) The Class P Interest is not entitled to distributions in respect of

interest.

(6) For federal income tax purposes, the Class IO Interest will not have a

Pass-Through Rate, but will be entitled to 100% of the amounts

distributed on REMIC II Regular Interest IO.

(7) For federal income tax purposes, the Class IO Interest will not have a

Uncertificated Principal Balance, but will have a notional amount equal

to the Uncertificated Notional Amount of REMIC II Regular Interest IO.

REMIC IV

--------

As provided herein, the Trustee shall elect to treat the segregated

pool of assets consisting of the Class CE Interest as a REMIC for federal income

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

IV." The Class R-4 Interest represents the sole class of "residual interests" in

REMIC IV for purposes of the REMIC Provisions.

The following table sets forth the Class designation, Pass-Through

Rate, Initial Certificate Principal Balance and, for purposes of satisfying

Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date" for the indicated Class of Certificates that represents a "regular

interest" in REMIC IV created hereunder:

PASS-THROUGH INITIAL CERTIFICATE LATEST POSSIBLE

CLASS DESIGNATION RATE PRINCIPAL BALANCE MATURITY DATE(1)

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

CE Variable(2) $ 648,849,412.18 February 25, 2035

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for the Class CE

Certificates.

(2) The Class CE Certificates will receive 100% of amounts received in

respect of the Class CE Interest.

REMIC V

-------

As provided herein, the Trustee shall elect to treat the segregated

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

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

V." The Class R-5 Interest represents the sole class of "residual interests" in

REMIC V for purposes of the REMIC Provisions.

The following table sets forth the Class designation, Pass-Through

Rate, Initial Certificate Principal Balance and, for purposes of satisfying

Treasury Regulation Section

<PAGE>

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

of Certificates that represents a "regular interest" in REMIC V created

hereunder:

INITIAL AGGREGATE

CERTIFICATE PRINCIPAL LATEST POSSIBLE

CLASS DESIGNATION PASS-THROUGH RATE BALANCE MATURITY DATE(1)

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

P 0.00%(2) $ 100.00 February 25, 2035

___________________

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for the Class P

Certificates.

(2) The Class P Certificates will receive 100% of amounts received in

respect of the Class P Interest.

REMIC VI

--------

As provided herein, the Trustee shall elect to treat the segregated

pool of assets consisting of the Class IO Interest as a REMIC for federal income

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

VI." The Class R-6 Interest represents the sole class of "residual interests" in

REMIC VI for purposes of the REMIC Provisions.

The following table sets forth the designation, Pass-Through Rate,

initial Uncertificated Principal Balance and, for purposes of satisfying

Treasury Regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity

date" for the indicated class of interests that represents a "regular interest"

in REMIC VI created hereunder:

INITIAL

UNCERTIFICATED LATEST POSSIBLE

DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE(1)

IO(2) (3) (4) February 25, 2035

___________________

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

regulations, the Distribution Date immediately following the maturity

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

designated as the "latest possible maturity date" for REMIC VI Regular

Interest IO.

(2) REMIC VI Regular Interest IO will be held as an asset of the Swap

Account established by the Swap Administrator.

(3) REMIC VI Regular Interest IO will not have a Pass-Through Rate, but

will receive 100% of amounts received in respect of the Class IO

Interest.

(4) REMIC VI Regular Interest IO will not have an Uncertificated Principal

Balance, but will have a notional amount equal to the Uncertificated

Notional Amount of the Class IO Interest.

The Trust Fund shall be named, and may be referred to as, the "Bear

Stearns Asset Backed Securities I Trust 2005-HE2." The Certificates issued

hereunder may be referred to as "Asset-Backed Certificates, Series 2005-HE2"

(including for purposes of any endorsement or assignment of a Mortgage Note or

Mortgage).

<PAGE>

In consideration of the mutual agreements herein contained, the

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

<PAGE>

ARTICLE I

DEFINITIONS

Section 1.01 DEFINED TERMS.

In addition to those terms defined in Section 1.02, whenever used in

this Agreement, the following words and phrases, unless the context otherwise

requires, shall have the following meanings:

ACCEPTED SERVICING PRACTICES: With respect to each Mortgage Loan, those

mortgage servicing practices (including collection procedures) that are in

accordance with all applicable statutes, regulations and prudent mortgage

banking practices for similar mortgage loans.

ACCOUNT: The Distribution Account, the Reserve Fund, the Class P

Certificate Account and the Protected Account.

ACCRUAL PERIOD: With respect to the Certificates (other than the Class

CE, Class P and the Residual Certificates) and any Distribution Date, the period

from and including the immediately preceding Distribution Date (or with respect

to the first Accrual Period, the Closing Date) to and including the day prior to

such Distribution Date. With respect to the Class CE Certificates and any

Distribution Date, the calendar month immediately preceding such Distribution

Date. All calculations of interest on the Certificates (other than the Class CE,

Class P and the Residual Certificates) will be made on the basis of the actual

number of days elapsed in the related Accrual Period. All calculations of

interest on the Class CE Certificates will be made on the basis of a 360-day

year consisting of twelve 30-day months.

ADVANCE: An advance of delinquent payments of principal or interest in

respect of a Mortgage Loan required to be made by the Master Servicer as

provided in Section 5.01 hereof.

AFFECTED PARTY: As defined in the Swap Agreement.

AGREEMENT: This Pooling and Servicing Agreement and any and all

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

ADJUSTABLE RATE MORTGAGE LOAN: Each of the Mortgage Loans identified in

the Mortgage Loan Schedule as having a Mortgage Rate that is subject to

adjustment.

ADJUSTMENT DATE: With respect to each Adjustable Rate Mortgage Loan,

the first day of the month in which the Mortgage Rate of an Adjustable Rate

Mortgage Loan changes pursuant to the related Mortgage Note. The first

Adjustment Date following the Cut-off Date as to each Adjustable Rate Mortgage

Loan is set forth in the Mortgage Loan Schedule.

AMOUNT HELD FOR FUTURE DISTRIBUTION: As to any Distribution Date, the

aggregate amount held in the Protected Account at the close of business on the

immediately preceding

<PAGE>

Determination Date on account of (i) all Scheduled Payments or portions thereof

received in respect of the Mortgage Loans due after the related Due Period and

(ii) Principal Prepayments, Liquidation Proceeds, Subsequent Recoveries and

Insurance Proceeds received in respect of such Mortgage Loans after the last day

of the related Prepayment Period.

APPLIED REALIZED LOSS AMOUNT: With respect to any Distribution Date and

a Class of Class A Certificates and Class M Certificates, the sum of the

Realized Losses with respect to the Mortgage Loans which have been applied in

reduction of the Certificate Principal Balance of a Class of Certificates

pursuant to Section 5.05 of this Agreement which have not previously been

reimbursed or reduced by any Subsequent Recoveries applied to such Applied

Realized Loss Amount.

APPRAISED VALUE: With respect to any Mortgage Loan originated in

connection with a refinancing, the appraised value of the Mortgaged Property

based upon the appraisal made at the time of such refinancing or, with respect

to any other Mortgage Loan, the lesser of (x) the appraised value of the

Mortgaged Property based upon the appraisal made by a fee appraiser at the time

of the origination of the related Mortgage Loan, and (y) the sales price of the

Mortgaged Property at the time of such origination.

BASIS RISK SHORTFALL CARRY FORWARD AMOUNT: With respect to any

Distribution Date and any Class of Class A Certificates and Class M Certificates

and any Distribution Date for which the Pass-Through Rate for such Certificates

is equal to the related Net Rate Cap, an amount equal to the sum of (A) the

excess, if any, of (a) the amount of Current Interest that such Class would have

been entitled to receive on such Distribution Date had the Pass-Though Rate

applicable to such Class been calculated at a per annum rate equal to One-Month

LIBOR plus the related Certificate Margin, over (b) the amount of Current

Interest that such Class received on such Distribution Date at a per annum rate

equal to the related Net Rate Cap and (B) the amount in clause (A) for all

previous Distribution Dates not previously paid, together with interest thereon

at a rate equal to the related Pass-Through Rate for such Distribution Date.

BANKRUPTCY CODE: Title 11 of the United States Code.

BOOK-ENTRY CERTIFICATES: Any of the Certificates that shall be

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

is reflected on the books of the Depository or on the books of a person

maintaining an account with the Depository (directly, as a "Depository

Participant", or indirectly, as an indirect participant in accordance with the

rules of the Depository and as described in Section 6.06). As of the Closing

Date, each Class of Regular Certificates (other than the Class M-7, Class M-8,

Class CE and Class P Certificates) constitutes a Class of Book-Entry

Certificates.

BUSINESS DAY: Any day other than (i) a Saturday or a Sunday, or (ii) a

day on which banking institutions in The City of New York, New York, Chicago,

Illinois, Minneapolis, Minnesota or the city in which the Corporate Trust Office

of the Trustee or the principal office of the Master Servicer is located are

authorized or obligated by law or executive order to be closed.

<PAGE>

CERTIFICATE: Any one of the certificates of any Class executed and

authenticated by the Trustee in substantially the forms attached hereto as

Exhibits A-1 through A-5.

CERTIFICATE MARGIN: With respect to the Class I-A-1 Certificates and,

for purposes of the definition of "One-Month LIBOR Pass-Through Rate", REMIC II

Regular Interest I-A-1, 0.110%.

With respect to the Class I-A-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

I-A-2, 0.240% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.480% in the case of each

Distribution Date thereafter.

With respect to the Class I-A-3 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

I-A-3, 0.350% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.700% in the case of each

Distribution Date thereafter.

With respect to the Class II-A-1 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

II-A-1, 0.250% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.500% in the case of each

Distribution Date thereafter.

With respect to the Class II-A-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

II-A-2, 0.310% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.620% in the case of each

Distribution Date thereafter.

With respect to the Class III-A-1 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

III-A-1, 0.240% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.480% in the case of each

Distribution Date thereafter.

With respect to the Class III-A-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

III-A-2, 0.290% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.580% in the case of each

Distribution Date thereafter.

With respect to the Class M-1 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-1, 0.500% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 0.750% in the case of each

Distribution Date thereafter.

With respect to the Class M-2 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-2, 0.750% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 1.125% in the case of each

Distribution Date thereafter.

<PAGE>

With respect to the Class M-3 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-3, 0.790% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 1.185% in the case of each

Distribution Date thereafter.

With respect to the Class M-4 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-4, 1.200% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 1.800% in the case of each

Distribution Date thereafter.

With respect to the Class M-5 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-5, 1.300% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 1.950% in the case of each

Distribution Date thereafter.

With respect to the Class M-6 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-6, 2.100% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 3.150% in the case of each

Distribution Date thereafter.

With respect to the Class M-7 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-7, 3.000% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 4.500% in the case of each

Distribution Date thereafter.

With respect to the Class M-8 Certificates and, for purposes of the

definition of "One-Month LIBOR Pass-Through Rate", REMIC II Regular Interest

M-8, 3.000% in the case of each Distribution Date through and including the

first possible Optional Termination Date and 4.500% in the case of each

Distribution Date thereafter.

CERTIFICATE NOTIONAL AMOUNT: With respect to the Class CE Certificates

and any Distribution Date, an amount equal to the Stated Principal Balance of

the Mortgage Loans at the beginning of the related Due Period. The initial

Certificate Notional Amount of the Class CE Certificates shall be

$648,849,412.18. For federal income tax purposes, the Certificate Notional

Amount for any Distribution Date shall be an amount equal to the Uncertificated

Principal Balance of the REMIC II Regular Interests (other than REMIC II Regular

Interest P) for such Distribution Date.

CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the Person

that is the beneficial owner of such Book-Entry Certificate.

CERTIFICATE PRINCIPAL BALANCE: As to any Certificate (other than any

Class CE Certificate or Class R Certificate) and as of any Distribution Date,

the Initial Certificate Principal Balance of such Certificate plus, in the case

of a Class A Certificate and Class M Certificate, any Subsequent Recoveries

added to the Certificate Principal Balance of such Certificate pursuant to

Section 5.04(b), less the sum of (i) all amounts distributed with respect to

such Certificate in

<PAGE>

reduction of the Certificate Principal Balance thereof on previous Distribution

Dates pursuant to Section 5.04, and (ii) any Applied Realized Loss Amounts

allocated to such Certificate on previous Distribution Dates.

CERTIFICATE REGISTER: The register maintained pursuant to Section 6.02

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 Book-Entry Certificates).

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

in Section 6.01 hereof.

CLASS A CERTIFICATES: Any of the Class I-A-1, Class I-A-2, Class I-A-3,

Class II-A-1, Class II-A-2, Class III-A-1 and Class III-A-2 Certificates.

CLASS A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the Principal Distribution Amount for such

Distribution Date and (y) the excess, if any, of (i) the aggregate Certificate

Principal Balance of the Class A Certificates immediately prior to such

Distribution Date, over (ii) the lesser of (a) the product of (1) 57.80% and (2)

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

of the related Due Period, and (b) the aggregate Stated Principal Balance of the

Mortgage Loans as of the last day of the related Due Period minus $3,244,247.

CLASS I-A CERTIFICATES: Any of the Class I-A-1, Class I-A-2 and Class

I-A-3 Certificates.

CLASS I-A-1 CERTIFICATE: Any Certificate designated as a "Class I-A-1

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class I-A-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS I-A-2 CERTIFICATE: Any Certificate designated as a "Class I-A-2

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class I-A-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS I-A-3 CERTIFICATE: Any Certificate designated as a "Class I-A-3

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class I-A-3 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS I-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,

with respect to the Class I-A Certificates and any Distribution Date, is the

product of the Class A Principal Distribution Amount and a fraction, the

numerator of which is the Principal Funds for Loan

<PAGE>

Group I for such Distribution Date and the denominator of which is the Principal

Funds for all Loan Groups for such Distribution Date.

CLASS II-A CERTIFICATES: Any of the Class II-A-1 Certificates and Class

II-A-2 Certificates.

CLASS II-A-1 CERTIFICATE: Any Certificate designated as a "Class II-A-1

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class II-A-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS II-A-2 CERTIFICATE: Any Certificate designated as a "Class II-A-2

Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class II-A-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS II-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,

with respect to the Class II-A Certificates and any Distribution Date, is the

product of the Class A Principal Distribution Amount and a fraction, the

numerator of which is the Principal Funds for Loan Group II for such

Distribution Date and the denominator of which is the Principal Funds for all

Loan Groups for such Distribution Date.

CLASS III-A CERTIFICATES: Any of the Class III-A-1 Certificates and

Class III-A-2 Certificates.

CLASS III-A-1 CERTIFICATE: Any Certificate designated as a "Class

III-A-1 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class III-A-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS III-A-2 CERTIFICATE: Any Certificate designated as a "Class

III-A-2 Certificate" on the face thereof, in the form of Exhibit A-1 hereto,

representing the right to the Percentage Interest of distributions provided for

the Class III-A-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS III-A PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date,

with respect to the Class III-A Certificates and any Distribution Date, is the

product of the Class A Principal Distribution Amount and a fraction, the

numerator of which is the Principal Funds for Loan Group III for such

Distribution Date and the denominator of which is the Principal Funds for all

Loan Groups for such Distribution Date.

CLASS CE CERTIFICATE: Any Certificate designated as a "Class CE

Certificate" on the face thereof, in the form of Exhibit A-4 hereto,

representing the right to its Percentage Interest of

<PAGE>

distributions provided for the Class CE Certificates herein and evidencing a

Regular Interest in REMIC IV.

CLASS CE DISTRIBUTION AMOUNT: With respect to any Distribution Date,

the sum of (i) the Current Interest for the Class CE Interest for such

Distribution Date, (ii) any Overcollateralization Release Amount for such

Distribution Date and (iii) without duplication, any Subsequent Recoveries not

distributed to the Class A Certificates and Class M Certificates on such

Distribution Date; provided, however that on any Distribution Date after the

Distribution Date on which the Certificate Principal Balances of the Class A

Certificates and Class M Certificates have been reduced to zero, the Class CE

Distribution Amount shall include the Overcollateralization Amount.

CLASS CE INTEREST: An uncertificated interest in the Trust Fund held by

the Trustee on behalf of the Holders of the Class CE Certificates, evidencing

(i) a Regular Interest in REMIC III for purposes of the REMIC Provisions, (ii)

the obligation to pay Basis Risk Shortfall Amounts and Swap Termination Payments

and (iii) the right to receive the Class IO Distribution Amount.

CLASS IO DISTRIBUTION AMOUNT: As defined in Section 3.20 hereof. For

purposes of clarity, the Class IO Distribution Amount for any Distribution Date

shall equal the amount payable to the Swap Administrator on such Distribution

Date in excess of the amount payable on REMIC VI Regular Interest IO on such

Distribution Date, all as further provided in Section 3.20 hereof.

CLASS IO INTEREST: An uncertificated interest in the Trust Fund held by

the Trustee on behalf of the Holders of REMIC VI Regular Interest IO, evidencing

a Regular Interest in REMIC III for purposes of the REMIC Provisions.

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 and Class M-8 Certificates.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-1 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS M-1 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount and (y) the excess, if any, of (a) the sum of (1) the

aggregate Certificate Principal Balance of the Class A Certificates (after

taking into account the distribution of the Class A Principal Distribution

Amount on such Distribution Date) and (2) the Certificate Principal Balance of

the Class M-1 Certificates immediately prior to such Distribution Date, over (b)

the lesser of (1) the product of (x) 71.10% and (y) the aggregate Stated

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

Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans as

of the last day of the related Due Period minus $3,244,247.

<PAGE>

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-2 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS M-2 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount and the Class M-1 Principal Distribution Amount and (y) the

excess, if any, of (a) the sum of (1) the aggregate Certificate Principal

Balance of the Class A Certificates (after taking into account the distribution

of the Class A Principal Distribution Amount on such Distribution Date), (2) the

Certificate Principal Balance of the Class M-1 Certificates (after taking into

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

Distribution Date) and (3) the Certificate Principal Balance of the Class M-2

Certificates immediately prior to such Distribution Date, over (b) the lesser of

(1) the product of (x) 81.80% and (y) the aggregate Stated Principal Balance of

the Mortgage Loans as of the last day of the related Due Period, and (2) the

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

the related Due Period minus $3,244,247.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-3 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS M-3 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount and the Class

M-2 Principal Distribution Amount and (y) the excess, if any, of (a) the sum of

(1) the aggregate Certificate Principal Balance of the Class A Certificates

(after taking into account the distribution of the Class A Principal

Distribution Amount on such Distribution Date), (2) the Certificate Principal

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

distribution of the Class M-1 Principal Distribution Amount on such Distribution

Date), (3) the Certificate Principal Balance of the Class M-2 Certificates

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

Distribution Amount on such Distribution Date) and (4) the Certificate Principal

Balance of the Class M-3 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 84.70% and (y) the aggregate

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

Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans

as of the last day of the related Due Period minus $3,244,247.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-4 Certificates as set forth herein and evidencing (i) a

<PAGE>

Regular Interest in REMIC III, (ii) the right to receive the Basis Risk

Shortfall Carry Forward Amount and (iii) the obligation to pay the Class IO

Distribution Amount.

CLASS M-4 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount and the Class M-3 Principal Distribution Amount

and (y) the excess, if any, of (a) the sum of (1) the aggregate Certificate

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

distribution of the Class A Principal Distribution Amount on such Distribution

Date), (2) the Certificate Principal Balance of the Class M-1 Certificates

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

Distribution Amount on such Distribution Date), (3) the Certificate Principal

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

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

Date), (4) the Certificate Principal Balance of the Class M-3 Certificates

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

Distribution Amount on such Distribution Date) and (5) the Certificate Principal

Balance of the Class M-4 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 87.70% and (y) the aggregate

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

Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans

as of the last day of the related Due Period minus $3,244,247.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-5 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS M-5 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount, the Class M-3 Principal Distribution Amount and

the Class M-4 Principal Distribution Amount and (y) the excess, if any, of (a)

the sum of (1) the aggregate Certificate Principal Balance of the Class A

Certificates (after taking into account the distribution of the Class A

Principal Distribution Amount on such Distribution Date), (2) the Certificate

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

distribution of the Class M-1 Principal Distribution Amount on such Distribution

Date), (3) the Certificate Principal Balance of the Class M-2 Certificates

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

Distribution Amount on such Distribution Date), (4) the Certificate Principal

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

distribution of the Class M-3 Principal Distribution Amount on such Distribution

Date), (5) the Certificate Principal Balance of the Class M-4 Certificates

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

Distribution Amount on such Distribution Date) and (6) the Certificate Principal

Balance of the Class M-5 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 90.00% and (y) the aggregate

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

Due Period, and

<PAGE>

(2) the aggregate Stated Principal Balance of the Mortgage Loans as of the last

day of the related Due Period minus $3,244,247.

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

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-6 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS M-6 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the

Class M-4 Principal Distribution Amount and the Class M-5 Principal Distribution

Amount and (y) the excess, if any, of (a) the sum of (1) the aggregate

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

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

Distribution Date), (2) the Certificate Principal Balance of the Class M-1

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

Principal Distribution Amount on such Distribution Date), (3) the Certificate

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

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

Date), (4) the Certificate Principal Balance of the Class M-3 Certificates

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

Distribution Amount on such Distribution Date), (5) the Certificate Principal

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

distribution of the Class M-4 Principal Distribution Amount on such Distribution

Date), (6) the Certificate Principal Balance of the Class M-5 Certificates

(after taking into account the distribution of the Class M-5 Principal

Distribution Amount on such Distribution Date) and (7) the Certificate Principal

Balance of the Class M-6 Certificates immediately prior to such Distribution

Date, over (b) the lesser of (1) the product of (x) 92.00% and (y) the aggregate

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

Due Period, and (2) the aggregate Stated Principal Balance of the Mortgage Loans

as of the last day of the related Due Period minus $3,244,247.

CLASS M-7 CERTIFICATE: Any Certificate designated as a "Class M-7

Certificate" on the face thereof, in the form of Exhibit A-2 hereto,

representing the right to its Percentage Interest of distributions provided for

the Class M-7 Certificates as set forth herein and evidencing (i) a Regular

Interest in REMIC III, (ii) the right to receive the Basis Risk Shortfall Carry

Forward Amount and (iii) the obligation to pay the Class IO Distribution Amount.

CLASS M-7 PRINCIPAL DISTRIBUTION AMOUNT: For any Distribution Date, an

amount equal to the lesser of (x) the remaining Principal Distribution Amount

for such Distribution Date after distribution of the Class A Principal

Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2

Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the

Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution

Amount and the Class M-6 Principal Distribution Amount and (y) the excess, if

any, of (a) the sum of (1) the aggregate Certificate Principal Balance of the

Class A Certificates (after taking

<PAGE>

into account the distribution of the Class A Principal Distribution Amount on

such Distribution Date), (2) the Certificate Principal Balance of the Class M-1