POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 4/12/2005

POOLING AND SERVICING AGREEMENT, Parties: fremont home loan trust 2 , litton loan servicing lp , deutsche bank national trust company

================================================================================

FINANCIAL ASSET SECURITIES CORP.,

Depositor

LITTON LOAN SERVICING LP,

Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of March 1, 2005

___________________________

Fremont Home Loan Trust 2005-1

Asset-Backed Certificates, Series 2005-1

================================================================================

<PAGE>

TABLE OF CONTENTS

<TABLE>

Page

ARTICLE I DEFINITIONS 11

SECTION 1.01 Defined Terms..........................................................................13

SECTION 1.02 Accounting.............................................................................65

SECTION 1.03 Allocation of Certain Interest Shortfalls..............................................65

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 63

SECTION 2.01 Conveyance of Mortgage Loans...........................................................67

SECTION 2.02 Acceptance by Trustee..................................................................70

SECTION 2.03 Repurchase or Substitution of Mortgage Loans by the Originator.........................72

SECTION 2.04 Intentionally Omitted..................................................................75

SECTION 2.05 Representations, Warranties and Covenants of the Servicer..............................75

SECTION 2.06 Representations and Warranties of the Depositor........................................77

SECTION 2.07 Issuance of Certificates...............................................................79

SECTION 2.08 Conveyance of Subsequent Mortgage Loans................................................79

SECTION 2.09 Acceptance of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6, REMIC 7, REMIC

8, REMIC 9, REMIC 10 and REMIC 11 by the Trustee; Conveyance of REMIC 1 Regular

Interests and Class M-8 Interest, Class M-9 Interest, Class B Interest, Class C

Interest and Class P Interest; Issuance of Certificates................................82

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS 83

SECTION 3.01 Servicer to Act as Servicer............................................................88

SECTION 3.02 Sub-Servicing Agreements Between Servicer and Sub-Servicers............................90

SECTION 3.03 Successor Sub-Servicers................................................................91

SECTION 3.04 Liability of the Servicer..............................................................92

SECTION 3.05 No Contractual Relationship Between Sub-Servicers and the Trustee or

Certificateholders.....................................................................92

SECTION 3.06 Assumption or Termination of Sub-Servicing Agreements by Trustee.......................92

SECTION 3.07 Collection of Certain Mortgage Loan Payments...........................................93

SECTION 3.08 Sub-Servicing Accounts.................................................................94

SECTION 3.09 Collection of Taxes, Assessments and Similar Items; Servicing Accounts.................94

SECTION 3.10 Collection Account and Distribution Account............................................95

SECTION 3.11 Withdrawals from the Collection Account and Distribution Account.......................97

SECTION 3.12 Investment of Funds in the Collection Account, the Distribution Account and the

Pre-Funding Accounts..................................................................100

SECTION 3.13 [Reserved]............................................................................101

SECTION 3.14 Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage........101

SECTION 3.15 Enforcement of Due-On-Sale Clauses; Assumption Agreements.............................103

SECTION 3.16 Realization Upon Defaulted Mortgage Loans.............................................104

SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.......................................106

SECTION 3.18 Servicing Compensation................................................................107

</TABLE>

<PAGE>

<TABLE>

SECTION 3.19 Reports to the Trustee; Collection Account Statements.................................107

SECTION 3.20 Statement as to Compliance............................................................108

SECTION 3.21 Independent Public Accountants' Servicing Report......................................108

SECTION 3.22 Access to Certain Documentation; Filing of Reports by Trustee.........................109

SECTION 3.23 Title, Management and Disposition of REO Property.....................................111

SECTION 3.24 Obligations of the Servicer in Respect of Prepayment Interest Shortfalls..............114

SECTION 3.25 [Reserved]............................................................................114

SECTION 3.26 Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments.........114

SECTION 3.27 Solicitations.........................................................................115

SECTION 3.28 Net WAC Rate Carryover Reserve Account................................................115

SECTION 3.29 Advance Facility......................................................................116

ARTICLE IV FLOW OF FUNDS 115

SECTION 4.01 Distributions.........................................................................120

SECTION 4.02 [Reserved]............................................................................126

SECTION 4.03 Statements............................................................................126

SECTION 4.04 Remittance Reports; Advances..........................................................130

SECTION 4.05 Pre-Funding Accounts..................................................................131

SECTION 4.06 [Reserved]............................................................................132

SECTION 4.07 Distributions on the REMIC Regular Interests..........................................133

SECTION 4.08 Allocation of Realized Losses.........................................................135

ARTICLE V THE CERTIFICATES 133

SECTION 5.01 The Certificates......................................................................139

SECTION 5.02 Registration of Transfer and Exchange of Certificates.................................139

SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.....................................145

SECTION 5.04 Persons Deemed Owners.................................................................146

SECTION 5.05 Appointment of Paying Agent...........................................................146

ARTICLE VI THE SERVICER AND THE DEPOSITOR 141

SECTION 6.01 Liability of the Servicer and the Depositor...........................................147

SECTION 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or

the Depositor.........................................................................147

SECTION 6.03 Limitation on Liability of the Servicer and Others....................................147

SECTION 6.04 Servicer Not to Resign................................................................148

SECTION 6.05 Delegation of Duties..................................................................149

SECTION 6.06 [Reserved]............................................................................149

SECTION 6.07 Inspection............................................................................149

ARTICLE VII DEFAULT 144

SECTION 7.01 Servicer Events of Termination........................................................150

SECTION 7.02 Trustee to Act; Appointment of Successor..............................................152

SECTION 7.03 Waiver of Defaults....................................................................153

SECTION 7.04 Notification to Certificateholders....................................................154

SECTION 7.05 Survivability of Servicer Liabilities.................................................154

</TABLE>

<PAGE>

<TABLE>

ARTICLE VIII THE TRUSTEE 149

SECTION 8.01 Duties of Trustee.....................................................................155

SECTION 8.02 Certain Matters Affecting the Trustee.................................................156

SECTION 8.03 Trustee Not Liable for Certificates or Mortgage Loans.................................158

SECTION 8.04 Trustee May Own Certificates..........................................................159

SECTION 8.05 Trustee Fee and Expenses..............................................................159

SECTION 8.06 Eligibility Requirements for Trustee..................................................159

SECTION 8.07 Resignation or Removal of Trustee.....................................................160

SECTION 8.08 Successor Trustee.....................................................................160

SECTION 8.09 Merger or Consolidation of Trustee....................................................161

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.........................................161

SECTION 8.11 Limitation of Liability...............................................................162

SECTION 8.12 Trustee May Enforce Claims Without Possession of Certificates.........................163

SECTION 8.13 Suits for Enforcement.................................................................163

SECTION 8.14 Waiver of Bond Requirement............................................................163

SECTION 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.............................164

ARTICLE IX REMIC ADMINISTRATION 159

SECTION 9.01 REMIC Administration..................................................................165

SECTION 9.02 Prohibited Transactions and Activities................................................167

SECTION 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status................167

ARTICLE X TERMINATION 163

SECTION 10.01 Termination...........................................................................169

SECTION 10.02 Additional Termination Requirements...................................................171

ARTICLE XI MISCELLANEOUS PROVISIONS 166

SECTION 11.01 Amendment.............................................................................172

SECTION 11.02 Recordation of Agreement; Counterparts................................................173

SECTION 11.03 Limitation on Rights of Certificateholders............................................173

SECTION 11.04 Governing Law; Jurisdiction...........................................................174

SECTION 11.05 Notices...............................................................................174

SECTION 11.06 Severability of Provisions............................................................175

SECTION 11.07 Article and Section References........................................................175

SECTION 11.08 Notice to the Rating Agencies.........................................................175

SECTION 11.09 Further Assurances....................................................................176

SECTION 11.10 Benefits of Agreement.................................................................176

SECTION 11.11 Acts of Certificateholders............................................................176

</TABLE>

iii

<PAGE>

EXHIBITS:

---------

Exhibit A-1 Form of Class I-A1 Certificates

Exhibit A-2 Form of Class I-A2 Certificates

Exhibit A-3 Form of Class II-A1 Certificates

Exhibit A-4 Form of Class II-A2 Certificates

Exhibit A-5 Form of Class II-A3 Certificates

Exhibit A-6 Form of Class M-1 Certificates

Exhibit A-7 Form of Class M-2 Certificates

Exhibit A-8 Form of Class M-3 Certificates

Exhibit A-9 Form of Class M-4 Certificates

Exhibit A-10 Form of Class M-5 Certificates

Exhibit A-11 Form of Class M-6 Certificates

Exhibit A-12 Form of Class M-7 Certificates

Exhibit A-13 Form of Class M-8 Certificates

Exhibit A-14 Form of Class M-9 Certificates

Exhibit A-15 Form of Class B-1 Certificates

Exhibit A-16 Form of Class B-2 Certificates

Exhibit A-17 Form of Class B-3 Certificates

Exhibit A-18 Form of Class C Certificates

Exhibit A-19 Form of Class P Certificates

Exhibit A-20 Form of Class R Certificates

Exhibit A-21 Form of Class R-X Certificates

Exhibit B [Reserved]

Exhibit C Form of Assignment Agreement

Exhibit D Mortgage Loan Schedule

Exhibit E Request for Release

Exhibit F-1 Form of Trustee's Initial Certification

Exhibit F-2 Form of Trustee's Final Certification

Exhibit F-3 Form of Receipt of Mortgage Note

Exhibit G [Reserved]

Exhibit H Form of Lost Note Affidavit

Exhibit I Form of Limited Power of Attorney

Exhibit J Form of Investment Letter

Exhibit K Form of Transfer Affidavit for Residual Certificates

Exhibit L Form of Transferor Certificate

Exhibit M Form of ERISA Representation Letter

Exhibit N-1 Form Certification to be Provided by the Depositor with Form 10-K

Exhibit N-2 Form Certification to be Provided to the Depositor by the Trustee

Exhibit N-3 Form Certification to be Provided to the Depositor by the Servicer

Exhibit O Form of Cap Contract

Exhibit P Form of Annual Statement as to Compliance

Exhibit Q Form of Addition Notice

Exhibit R Form of Subsequent Transfer Instrument

Exhibit S Form of Servicing Side Letter

Schedule I Prepayment Charge Schedule

<PAGE>

This Pooling and Servicing Agreement is dated as of March 1,

2005 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor

(the "Depositor"), LITTON LOAN SERVICING LP, as servicer (the "Servicer") and

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

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates

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

which in the aggregate will evidence the entire beneficial ownership interest in

the Trust Fund created hereunder. The Certificates will consist of twenty-one

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

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

II-A2 Certificates, (v) the Class II-A3 Certificates, (vi) the Class M-1

Certificates, (vii) the Class M-2 Certificates (viii) the Class M-3

Certificates, (ix) the Class M-4 Certificates, (x) the Class M-5 Certificates,

(xi) the Class M-6 Certificates, (xii) the Class M-7 Certificates, (xiii) the

Class M-8 Certificates, (xiv) the Class M-9 Certificates, (xv) the Class B-1

Certificates, (xvi) the Class B-2 Certificates, (xvii) the Class B-3

Certificates, (xviii) the Class C Certificates, (xix) the Class P Certificates,

(xx) the Class R Certificates and (xxi) the Class R-X Certificates.

<PAGE>

REMIC 1

As provided herein, the Trustee shall elect to treat the

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

related assets subject to this Agreement (exclusive of the Pre-Funding Accounts,

any Subsequent Mortgage Loan Interest, the Net WAC Rate Carryover Reserve

Account, any Servicer Prepayment Charge Payment Amounts and the Cap Contract) as

a REMIC for federal income tax purposes, and such segregated pool of assets

shall be designated as "REMIC 1." The Class R-1 Interest shall represent the

sole class of "residual interests" in REMIC 1 for purposes of the REMIC

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

designation, the Uncertificated REMIC 1 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 1 Regular Interests (as defined herein). None of the REMIC 1

Regular Interests shall be certificated.

<TABLE>

REMIC 1 Initial Uncertificated Latest Possible

Designation Remittance Rate Balance Maturity Date(1)

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

I-LT1 Variable(2) $ 852,026,280.16 June 25, 2035

I-LT1PF Variable(2) $ 383,066,561.00 June 25, 2035

I-LT2 Variable(2) $ 481,656,146.38 June 25, 2035

I-LT2PF Variable(2) $ 214,706,582.00 June 25, 2035

I-LTP Variable(2) $ 100.00 June 25, 2035

</TABLE>

----------

(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 1 Regular Interest.

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

herein.

<PAGE>

REMIC 2

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC

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

designated as "REMIC 2." The Class R-2 Interest shall represent the sole class

of "residual interests" in REMIC 2 for purposes of the REMIC Provisions under

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

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

Uncertificated Principal Balance and, for purposes of satisfying Treasury

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

each of the REMIC 2 Regular Interests (as defined herein) certificated. None of

the REMIC 2 Regular Interests will be certificated.

<TABLE>

Uncertificated REMIC 2 Initial Uncertificated Assumed Final Maturity

Designation Pass-Through Rate Principal Balance Date(1)

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

LT-AA Variable(2) $ 1,892,826,458.15 June 25, 2035

LT-IA1 Variable(2) $ 7,534,400.00 June 25, 2035

LT-IA2 Variable(2) $ 1,883,600.00 June 25, 2035

LT-IIA1 Variable(2) $ 1,950,000.00 June 25, 2035

LT-IIA2 Variable(2) $ 3,042,000.00 June 25, 2035

LT-IIA3 Variable(2) $ 317,340.00 June 25, 2035

LT-M1 Variable(2) $ 1,081,620.00 June 25, 2035

LT-M2 Variable(2) $ 801,550.00 June 25, 2035

LT-M3 Variable(2) $ 376,630.00 June 25, 2035

LT-M4 Variable(2) $ 347,660.00 June 25, 2035

LT-M5 Variable(2) $ 405,610.00 June 25, 2035

LT-M6 Variable(2) $ 318,690.00 June 25, 2035

LT-M7 Variable(2) $ 260,750.00 June 25, 2035

LT-M8 Variable(2) $ 241,430.00 June 25, 2035

LT-M9 Variable(2) $ 193,150.00 June 25, 2035

LT-B1 Variable(2) $ 125,540.00 June 25, 2035

LT-B2 Variable(2) $ 193,150.00 June 25, 2035

LT-B3 Variable(2) $ 144,860.00 June 25, 2035

LT-ZZ Variable(2) $ 19,411,131.39 June 25, 2035

LT-P Variable(2) $ 100.00 June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month immediately following the maturity date

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

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

Interest.

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

Pass-Through Rate" herein.

<PAGE>

REMIC 3

As provided herein, the Trustee shall elect to treat the

segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC

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

designated as "REMIC 3." The Class R-3 Interest shall evidence the sole class of

"residual interests" in REMIC 3 for purposes of the REMIC Provisions.

The following table irrevocably sets forth the designation,

the Pass-Through Rate, the Original Class Certificate Principal Balance and, for

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

"latest possible maturity date" for each Class of Certificates that represents

one or more of the "regular interests" in REMIC 3 created hereunder.

<TABLE>

Original Class Certificate Assumed Final Maturity

Designation Principal Balance Pass-Through Rate Date(1)

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

Class I-A1.............. $753,440,000.00 Variable(2) June 25, 2035

Class I-A2.............. $188,360,000.00 Variable(2) June 25, 2035

Class II-A1............. $195,000,000.00 Variable(2) June 25, 2035

Class II-A2............. $304,200,000.00 Variable(2) June 25, 2035

Class II-A3............. $31,734,000.00 Variable(2) June 25, 2035

Class M-1............... $108,162,000.00 Variable(2) June 25, 2035

Class M-2............... $80,155,000.00 Variable(2) June 25, 2035

Class M-3............... $37,663,000.00 Variable(2) June 25, 2035

Class M-4............... $34,766,000.00 Variable(2) June 25, 2035

Class M-5............... $40,561,000.00 Variable(2) June 25, 2035

Class M-6............... $31,869,000.00 Variable(2) June 25, 2035

Class M-7 Interest...... $26,075,000.00 Variable(2) June 25, 2035

Class M-8 Interest...... $24,143,000.00 Variable(2) June 25, 2035

Class M-9 Interest...... $19,315,000.00 Variable(2) June 25, 2035

Class B-1 Interest...... $12,554,000.00 Variable(2) June 25, 2035

Class B-2 Interest...... $19,315,000.00 Variable(2) June 25, 2035

Class B-3 Interest...... $14,486,000.00 Variable(2) June 25, 2035

Class C Interest........ $ 9,657,569.42 Variable(2) June 25, 2035

Class P Interest........ $ 100.00 N/A(4) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 Class of Certificates that

represents one or more of the "regular interests" in REMIC 3.

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

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

Rate on the Notional Amount of the Class C Interest outstanding from time

to time which shall equal the aggregate of the Uncertificated Principal

Balances of the REMIC 2 Regular Interests (other than REMIC 2 Regular

Interest LTP). The Class C Interest will not accrue interest on its

Certificate Principal Balance.

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

<PAGE>

REMIC 4

As provided herein, the Trustee shall make an election to

treat the Class M-7 Interest as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC 4." The Class R-4

Interest represents the sole class of "residual interests" in REMIC 4 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class M-7 Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class M-7 $ 26,075,000.00 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 M-7 Certificates.

(2) The Class M-7 Certificates will receive 100% of amounts received in respect

of the Class M-7 Interest.

<PAGE>

REMIC 5

As provided herein, the Trustee shall make an election to

treat the Class M-8 Interest as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC 5." The Class R-5

Interest represents the sole class of "residual interests" in REMIC 5 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class M-8 Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class M-8 $ 24,143,000.00 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 M-8 Certificates.

(2) The Class M-8 Certificates will receive 100% of amounts received in respect

of the Class M-8 Interest. The Class C Certificates will also be entitled

to Subsequent Mortgage Loan Interest, as a right with respect to a

component of the Class C Certificates that will not be treated as a REMIC

regular interest but rather as separate interest strips from the Subsequent

Mortgage Loans for a specified period of time.

<PAGE>

REMIC 6

As provided herein, the Trustee shall make an election to

treat the Class M-9 Interest as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC 6." The Class R-6

Interest represents the sole class of "residual interests" in REMIC 6 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class M-9 Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class M-9 $ 19,315,000.00 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 M-9 Certificates.

(2) The Class M-9 Certificates will receive 100% of amounts received in respect

of the Class M-9 Interest.

<PAGE>

REMIC 7

As provided herein, the Trustee shall make an election to

treat the Class B-1 Interest as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC 7." The Class R-7

Interest represents the sole class of "residual interests" in REMIC 7 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class B-1 Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class B-1 $ 12,554,000.00 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 B-1 Certificates.

(2) The Class B-1 Certificates will receive 100% of amounts received in respect

of the Class B-1 Interest.

<PAGE>

REMIC 8

As provided herein, the Trustee shall make an election to

treat the Class B-2 Interest as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC 8." The Class R-8

Interest represents the sole class of "residual interests" in REMIC 8 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class B-2 Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class B-2 $ 19,315,000.00 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 B-2 Certificates.

(2) The Class B-2 Certificates will receive 100% of amounts received in respect

of the Class B-2 Interest.

<PAGE>

REMIC 9

As provided herein, the Trustee shall make an election to

treat the Class B-3 Interest as a REMIC for federal income tax purposes, and

such segregated pool of assets will be designated as "REMIC 9." The Class R-9

Interest represents the sole class of "residual interests" in REMIC 9 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class B-3 Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class B-3 $ 14,486,000.00 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 B-3 Certificates.

(2) The Class B-3 Certificates will receive 100% of amounts received in respect

of the Class B-3 Interest.

<PAGE>

REMIC 10

As provided herein, the Trustee shall make an election to

treat the Class C Interest as a REMIC for federal income tax purposes, and such

segregated pool of assets will be designated as "REMIC 10." The Class R-10

Interest represents the sole class of "residual interests" in REMIC 10 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class C Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class C $ 9,657,569.42 Variable(2) June 25, 2035

</TABLE>

----------

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

the Distribution Date in the month 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 C Certificates.

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

of the Class C Interest. The Class Certificates will also be entitled to

Subsequent Mortgage Loan Interest, as a right with respect to a compenent

of the Class C Certificates that will not be treated as a REMIC regular

interest but rather as separate interest strips from the Subsequent

Mortgage Loans for a specified period of time.

<PAGE>

REMIC 11

As provided herein, the Trustee shall make an election to

treat the Class P Interest as a REMIC for federal income tax purposes, and such

segregated pool of assets will be designated as "REMIC 11." The Class R-11

Interest represents the sole class of "residual interests" in REMIC 11 for

purposes of the REMIC Provisions.

The following table sets forth (or describes) the Class

designation, Pass-Through Rate and Original Class Certificate Principal Balance

for the Class P Certificates.

<TABLE>

Original Class Certificate Assumed Final Maturity

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

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

Class P $100.00 Variable(2) June 25, 2035

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

the Distribution Date in the month 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.

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ARTICLE I

DEFINITIONS

SECTION 1.01 Defined Terms.

Whenever used in this Agreement or in the Preliminary

Statement, the following words and phrases, unless the context otherwise

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

specified, all calculations in respect of interest on the Floating Rate

Certificates shall be made on the basis of the actual number of days elapsed and

a 360-day year and all calculations in respect of interest on the Class C

Certificates and all other calculations of interest described herein shall be

made on the basis of a 360-day year consisting of twelve 30-day months. The

Class P Certificates and the Residual Certificates are not entitled to

distributions in respect of interest and, accordingly, will not accrue interest.

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

"Account": Either of the Collection Account or Distribution

Account.

"Accrual Period": With respect to the Class C Certificates and

each Distribution Date, the calendar month prior to the month of such

Distribution Date. With respect to the Floating Rate Certificates and each

Distribution Date, the period commencing on the preceding Distribution Date (or

in the case of the first such Accrual Period, commencing on the Closing Date)

and ending on the day preceding such Distribution Date.

"Addition Notice": With respect to the transfer of Subsequent

Mortgage Loans to the Trust Fund pursuant to Section 2.08, a notice of the

Depositor's designation of the Subsequent Mortgage Loans to be sold to the Trust

Fund and the aggregate principal balance of such Subsequent Mortgage Loans as of

the Subsequent Cut-off Date. The Addition Notice shall be given not later than

five Business Days prior to the related Subsequent Transfer Date and shall be

substantially in the form attached hereto as Exhibit Q.

"Adjustable-Rate Mortgage Loan": A first lien Mortgage Loan

which provides at any period during the life of such loan for the adjustment of

the Mortgage Rate payable in respect thereto. The Adjustable Rate Mortgage Loans

are identified as such on the Mortgage Loan Schedule.

"Adjusted Net Maximum Mortgage Rate": With respect to any

Mortgage Loan (or the related REO Property), as of any date of determination, a

per annum rate of interest equal to the applicable Maximum Mortgage Rate for

such Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage

Loan) as of the first day of the month preceding the month in which the related

Distribution Date occurs minus the sum of (i) the Trustee Fee Rate and (ii) the

Servicing Fee Rate.

"Adjusted Net Mortgage Rate": With respect to any Mortgage

Loan (or the related REO Property), as of any date of determination, a per annum

rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as

of the first day of the month preceding the

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month in which the related Distribution Date occurs minus the sum of (i) the

Trustee Fee Rate and (ii) the Servicing Fee Rate.

"Adjustment Date": With respect to each Adjustable-Rate

Mortgage Loan, each adjustment date, on which the Mortgage Rate of such Mortgage

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

following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth

in the Mortgage Loan Schedule.

"Advance": As to any Mortgage Loan or REO Property, any

advance made by the Servicer in respect of any Distribution Date pursuant to

Section 4.04.

"Advance Facility": As defined in Section 3.29 hereof.

"Advance Facility Notice": As defined in Section 3.29 hereof.

"Advance Financing Person": As defined in Section 3.29 hereof.

"Advance Reimbursement Amounts": As defined in Section 3.29

hereof.

"Adverse REMIC Event": As defined in Section 9.01(f) hereof.

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

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

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

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

voting securities, by contract or otherwise and "controlling" and "controlled"

shall have meanings correlative to the foregoing.

"Agreement": This Pooling and Servicing Agreement and all

amendments hereof and supplements hereto.

"Allocated Realized Loss Amount": With respect to any

Distribution Date and the Class I-A2 Certificates, any Class of Mezzanine

Certificates or Class B Certificates, the sum of (i) any Realized Losses

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

amount of any Allocated Realized Loss Amount for such Class of Certificates

remaining distributed from the previous Distribution Date as reduced by an

amount equal to the increase in the related Certificate Principal Balance due to

the receipt of Subsequent Recoveries.

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

equivalent instrument, in recordable form, which is sufficient under the laws of

the jurisdiction wherein the related Mortgaged Property is located to reflect or

record the sale of the Mortgage.

"Assignment Agreement": The Assignment and Recognition

Agreement, dated March 29, 2005, among the Seller, the Originator and the

Depositor, pursuant to which certain of the Seller's rights under the Master

Agreement were assigned to the Depositor, substantially in the form attached

hereto as Exhibit C.

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"Assumed Final Maturity Date": As to each Class of

Certificates, the date set forth as such in the Preliminary Statement.

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

amount equal to the excess of (i) the sum of (a) the aggregate of the related

Monthly Payments received on the Mortgage Loans on or prior to the related

Determination Date, (b) Net Liquidation Proceeds, Insurance Proceeds, Subsequent

Recoveries, Principal Prepayments, proceeds from repurchases of and

substitutions for such Mortgage Loans and other unscheduled recoveries of

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

related Prepayment Period, (c) the aggregate of any amounts received in respect

of a related REO Property withdrawn from any REO Account and deposited in the

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

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

Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate of

any Advances made by the Servicer for such Distribution Date in respect of the

Mortgage Loans, (f) the aggregate of any related advances made by the Trustee in

respect of the Mortgage Loans for such Distribution Date pursuant to Section

7.02, (g) the amount of any Prepayment Charges collected by the Servicer in

connection with the full or partial prepayment of any of the Mortgage Loans and

any Servicer Prepayment Charge Payment Amount and (h) with respect to the

Distribution Date immediately following the end of the Funding Period, any

amounts in the Pre-Funding Accounts (exclusive of any investment income therein)

after giving effect to any purchase of Subsequent Mortgage Loans over (ii) the

sum of (a) amounts reimbursable or payable to the Servicer pursuant to Section

3.11(a) or the Trustee pursuant to Section 3.11(b), (b) amounts deposited in the

Collection Account or the Distribution Account pursuant to clauses (a) through

(g) above, as the case may be, in error, (c) the amount of any Prepayment

Charges collected by the Servicer in connection with the full or partial

prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge

Payment Amount, (d) the Trustee Fee payable from the Distribution Account

pursuant to Section 8.05 and (e) any indemnification payments or expense

reimbursements made by the Trust Fund pursuant to Section 8.05.

"Balloon Mortgage Loan": A Mortgage Loan that provides for the

payment of the unamortized principal balance of such Mortgage Loan in a single

payment at the maturity of such Mortgage Loan that is substantially greater than

the preceding monthly payment.

"Balloon Payment": A payment of the unamortized principal

balance of a Mortgage Loan in a single payment at the maturity of such Mortgage

Loan that is substantially greater than the preceding Monthly Payment.

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

of the United States Code), as amended.

"Base Rate": For any Distribution Date and the Floating Rate

Certificates, the sum of (i) LIBOR plus (ii) the related Certificate Margin.

"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

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a "Depository Participant", or indirectly, as an indirect participant in

accordance with the rules of the Depository and as described in Section 5.02

hereof). On the Closing Date, the Floating Rate Certificates shall be Book-Entry

Certificates.

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

day on which banking or savings institutions in the State of Delaware, the State

of New York, the State of Texas, the State of California or in the city in which

the Corporate Trust Office of the Trustee is located are authorized or obligated

by law or executive order to be closed.

"Cap Amount": The Cap Amount for any Class of the Floating

Rate Certificates is equal to (i) the aggregate amount received by the Trust

from the Cap Contract multiplied by (ii) a fraction equal to (a) the Certificate

Principal Balance of such Class immediately prior to the applicable Distribution

Date divided by (b) the aggregate Certificate Principal Balance of the Floating

Rate Certificates immediately prior to the applicable Distribution Date.

"Cap Contract": The Cap Contract between the Trustee and the

counterparty thereunder, a form of which is attached hereto as Exhibit O.

"Certificate": Any Regular Certificate or Residual

Certificate.

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

Certificate is registered in the Certificate Register, except that a

Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual

Certificate for any purpose hereof and, solely for the purposes of giving any

consent pursuant to this Agreement, any Certificate registered in the name of

the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be

outstanding and the Voting Rights to which it is entitled shall not be taken

into account in determining whether the requisite percentage of Voting Rights

necessary to effect any such consent has been obtained, except as otherwise

provided in Section 11.01. The Trustee may conclusively rely upon a certificate

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

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

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

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

otherwise specified herein; provided, however, that the Trustee shall be

required to recognize as a "Holder" or "Certificateholder" only the Person in

whose name a Certificate is registered in the Certificate Register.

"Certificate Margin": With respect to each Class of Adjustable

Rate Certificates and for purposes of the Marker Rate and the Maximum II LTZZ

Uncertificated Interest Deferral Amount, the specified REMIC 2 Regular Interest,

as follows:

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Certificate Margin

REMIC 2 Regular ------------------------------------

Class Interest (1) (%) (2) (%)

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I-A1 LTI-A1 0.230% 0.460%

I-A2 LTI-A2 0.290% 0.580%

II-A1 LTII-A1 0.100% 0.200%

II-A2 LTII-A2 0.180% 0.360%

II-A3 LTII-A3 0.330% 0.660%

M-1 LTM1 0.450% 0.675%

M-2 LTM2 0.480% 0.720%

M-3 LTM3 0.510% 0.765%

M-4 LTM4 0.680% 1.020%

M-5 LTM5 0.710% 1.065%

M-6 LTM6 0.770% 1.155%

M-7 LTM7 1.200% 1.800%

M-8 LTM8 1.350% 2.025%

M-9 LTM9 2.000% 3.000%

B-1 LTB1 3.250% 4.875%

B-2 LTB2 3.250% 4.875%

B-3 LTB3 3.250% 4.875%

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(1) For the Accrual Period for each Distribution Date on or prior

to the Optional Termination Date.

(2) For each other Accrual Period.

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

Certificate, any beneficial owner thereof.

"Certificate Principal Balance": With respect to any Class of

Regular Certificates (other than the Class C Certificates) immediately prior to

any Distribution Date, will be equal to the Initial Certificate Principal

Balance thereof plus any Subsequent Recoveries added to the Certificate

Principal Balance of such Certificate pursuant to Section 4.01, reduced by the

sum of all amounts actually distributed in respect of principal of such Class

and, in the case of a Class I-A2 Certificate, Mezzanine Certificate or Class B

Certificate, Realized Losses allocated thereto on all prior Distribution Dates.

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

amount equal to the excess, if any, of (A) the then aggregate Uncertificated

Principal Balance of the REMIC 2 Regular Interests over (B) the then aggregate

Certificate Principal Balance of the Floating Rate Certificates and the Class P

Certificates then outstanding.

"Certificate Register" and "Certificate Registrar": The

"Class": Collectively, Certificates which have the same

priority of payment and bear the same class designation and the form of which is

identical except for variation in the Percentage Interest evidenced thereby.

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

Certificates executed by the Trustee, and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 3.

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

Certificates executed by the Trustee, and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 3.

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

Certificates executed by the Trustee, and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 3.

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

Certificates executed by the Trustee, and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 3.

"Class II-A3 Certificate": Any one of the Class II-A3

Certificates executed by the Trustee, and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 3.

"Class A Certificates": Any Class I-A1 Certificate, Class I-A2

Certificate, Class II-A1 Certificate, Class II-A2 Certificate or Class II-A3

Certificate.

"Class B Certificates": Any Class B-1 Certificate, Class B-2

Certificate or Class B-3 Certificate.

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

Certificates executed by the Trustee, and authenticated and delivered by the

Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 7.

"Class B-1 Interest": An uncertificated interest in the Trust

Fund held by the Trustee on behalf of the Holders of the Class B-1 Certificates,

evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

The "Class B-1 Principal Distribution Amount" is an amount

equal to the excess of (x) the sum of (i) the aggregate Certificate Principal

Balance of the Class A Certificates (after taking into account the distribution

of the Senior Principal Distribution Amount on such Distribution Date), (ii) 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), (iii) 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), (iv) 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), (v) 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

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Distribution Date), (vi) 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), (vii) the Certificate

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

distribution of the Class M-6 Principal Distribution Amount on such Distribution

Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates

(after taking into account the distribution of the Class M-7 Principal

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

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

distribution of the Class M-8 Principal Distribution Amount on such Distribution

Date), (x) the Certificate Principal Balance of the Class M-9 Certificates

(after taking into account the distribution of the Class M-9 Principal

Distribution Amount on such Distribution Date) and (xi) the Certificate

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

Distribution Date over (y) the lesser of (A) the product of (i) 95.50% and (ii)

the aggregate principal balance of the Mortgage Loans as of the last day of the

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

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

unscheduled collections of principal received during the related Prepayment

Period) and (B) the aggregate principal balance of the Mortgage Loans as of the

last day of the related Due Period (after giving effect to scheduled payments of

principal due during the related Due Period, to the extent received or advanced,

and unscheduled collections of principal received during the related Prepayment

Period) minus the Overcollateralization Floor.

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

executed by the Trustee, and authenticated and delivered by the Certificate

Registrar, substantially in the form annexed hereto as Exhibit A-16,

representing the right to distributions as set forth herein and therein and

evidencing a regular interest in REMIC 8.

"Class B-2 Interest": An uncertificated interest in the Trust

Fund held by the Trustee on behalf of the Holders of the Class B-2 Certificates,

evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

The "Class B-2 Principal Distribution Amount" is an amount