POOLING AND SERVICING AGREEMENT

Pooling and Servicing Agreement

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First Franklin Mortgage L | FINANCIAL ASSET SECURITIES CORP., | SELECT PORTFOLIO SERVICING, INC., | DEUTSCHE BANK NATIONAL TRUST COMPANY

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Title: POOLING AND SERVICING AGREEMENT
Governing Law: New York Date: 1/13/2005

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

FINANCIAL ASSET SECURITIES CORP.,

Depositor

SELECT PORTFOLIO SERVICING, INC.,

Servicer

and

DEUTSCHE BANK NATIONAL TRUST COMPANY,

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of December 1, 2004

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

First Franklin Mortgage Loan Trust 2004-FFH4

Asset-Backed Certificates, Series 2004-FFH4

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

<PAGE>

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 7

SECTION 1.01 Defined Terms................................................7

SECTION 1.02 Accounting..................................................58

SECTION 1.03 Allocation of Certain Interest Shortfalls...................58

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 60

SECTION 2.01 Conveyance of Mortgage Loans................................60

SECTION 2.02 Acceptance by Trustee.......................................63

SECTION 2.03 Repurchase or Substitution of Mortgage

Loans by the Originator.....................................65

SECTION 2.04 Intentionally Omitted.......................................67

SECTION 2.05 Representations, Warranties and Covenants

of the Servicer.............................................67

SECTION 2.06 Representations and Warranties of the Depositor.............69

SECTION 2.07 Issuance of Certificates....................................71

SECTION 2.08 Conveyance of Subsequent Mortgage Loans.....................71

SECTION 2.09 Conveyance of REMIC Regular Interests and Acceptance

of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5

by the Trustee; Issuance of Certificates....................74

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS 77

SECTION 3.01 Servicer to Act as Servicer.................................77

SECTION 3.02 Sub-Servicing Agreements Between

Servicer and Sub-Servicers..................................79

SECTION 3.03 Successor Sub-Servicers.....................................80

SECTION 3.04 Liability of the Servicer...................................80

SECTION 3.05 No Contractual Relationship Between Sub-Servicers

and the Trustee or Certificateholders.......................81

SECTION 3.06 Assumption or Termination of

Sub-Servicing Agreements by Trustee.........................81

SECTION 3.07 Collection of Certain Mortgage Loan Payments................82

SECTION 3.08 Sub-Servicing Accounts......................................82

SECTION 3.09 Collection of Taxes, Assessments and

Similar Items; Escrow Accounts..............................83

SECTION 3.10 Collection Account and Distribution Account.................83

SECTION 3.11 Withdrawals from the Collection

Account and Distribution Account............................86

SECTION 3.12 Investment of Funds in the Collection Account,

the Distribution Account and

the Pre-Funding Accounts....................................88

SECTION 3.13 [Reserved]..................................................89

SECTION 3.14 Maintenance of Hazard Insurance and Errors

and Omissions and Fidelity Coverage.........................89

SECTION 3.15 Enforcement of Due-On-Sale Clauses;

Assumption Agreements.......................................91

SECTION 3.16 Realization Upon Defaulted Mortgage Loans...................92

SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.............94

SECTION 3.18 Servicing Compensation......................................95

<PAGE>

SECTION 3.19 Reports to the Trustee; Collection Account Statements.......96

SECTION 3.20 Statement as to Compliance..................................96

SECTION 3.21 Independent Public Accountants' Servicing Report............96

SECTION 3.22 Access to Certain Documentation;

Filing of Reports by Trustee................................97

SECTION 3.23 Title, Management and Disposition of REO Property...........99

SECTION 3.24 Obligations of the Servicer in Respect of

Prepayment Interest Shortfalls.............................102

SECTION 3.25 [Reserved].................................................102

SECTION 3.26 Obligations of the Servicer in Respect

of Mortgage Rates and Monthly Payments.....................102

SECTION 3.27 [Reserved].................................................103

SECTION 3.28 [Reserved].................................................103

SECTION 3.29 Advance Facility...........................................103

ARTICLE IV FLOW OF FUNDS 106

SECTION 4.01 Distributions..............................................106

SECTION 4.02 [Reserved].................................................112

SECTION 4.03 Statements.................................................112

SECTION 4.04 Remittance Reports; Advances...............................115

SECTION 4.05 Pre-Funding Accounts.......................................117

SECTION 4.06 Interest Coverage Accounts.................................118

SECTION 4.07 Distributions on the REMIC Regular Interests...............121

SECTION 4.08 Allocation of Realized Losses..............................124

ARTICLE V THE CERTIFICATES 127

SECTION 5.01 The Certificates...........................................127

SECTION 5.02 Registration of Transfer and Exchange of Certificates......127

SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates..........133

SECTION 5.04 Persons Deemed Owners......................................133

SECTION 5.05 Appointment of Paying Agent................................133

ARTICLE VI THE SERVICER AND THE DEPOSITOR 135

SECTION 6.01 Liability of the Servicer and the Depositor................135

SECTION 6.02 Merger or Consolidation of, or Assumption of the

Obligations of, the Servicer or the Depositor..............135

SECTION 6.03 Limitation on Liability of the Servicer and Others.........135

SECTION 6.04 Servicer Not to Resign.....................................136

SECTION 6.05 Delegation of Duties.......................................136

SECTION 6.06 [Reserved].................................................136

SECTION 6.07 Inspection.................................................137

ARTICLE VII DEFAULT 138

SECTION 7.01 Servicer Events of Termination.............................138

SECTION 7.02 Trustee to Act; Appointment of Successor...................140

SECTION 7.03 Waiver of Defaults.........................................141

SECTION 7.04 Notification to Certificateholders.........................141

SECTION 7.05 Survivability of Servicer Liabilities......................141

<PAGE>

ARTICLE VIII THE TRUSTEE 142

SECTION 8.01 Duties of Trustee..........................................142

SECTION 8.02 Certain Matters Affecting the Trustee......................143

SECTION 8.03 Trustee Not Liable for Certificates

or Mortgage Loans..........................................145

SECTION 8.04 Trustee May Own Certificates...............................146

SECTION 8.05 Trustee Fee and Expenses...................................146

SECTION 8.06 Eligibility Requirements for Trustee.......................147

SECTION 8.07 Resignation or Removal of Trustee..........................147

SECTION 8.08 Successor Trustee..........................................148

SECTION 8.09 Merger or Consolidation of Trustee.........................148

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee..............148

SECTION 8.11 Limitation of Liability....................................150

SECTION 8.12 Trustee May Enforce Claims Without

Possession of Certificates.................................150

SECTION 8.13 Suits for Enforcement......................................150

SECTION 8.14 Waiver of Bond Requirement.................................151

SECTION 8.15 Waiver of Inventory, Accounting and

Appraisal Requirement......................................151

ARTICLE IX REMIC ADMINISTRATION 152

SECTION 9.01 REMIC Administration.......................................152

SECTION 9.02 Prohibited Transactions and Activities.....................154

SECTION 9.03 Indemnification with Respect to Certain

Taxes and Loss of REMIC Status.............................154

ARTICLE X TERMINATION 156

SECTION 10.01 Termination................................................156

SECTION 10.02 Additional Termination Requirements........................158

ARTICLE XI MISCELLANEOUS PROVISIONS 159

SECTION 11.01 Amendment..................................................159

SECTION 11.02 Recordation of Agreement; Counterparts.....................160

SECTION 11.03 Limitation on Rights of Certificateholders.................160

SECTION 11.04 Governing Law; Jurisdiction................................161

SECTION 11.05 Notices....................................................161

SECTION 11.06 Severability of Provisions.................................162

SECTION 11.07 Article and Section References.............................162

SECTION 11.08 Notice to the Rating Agencies..............................162

SECTION 11.09 Further Assurances.........................................163

SECTION 11.10 Benefits of Agreement......................................163

SECTION 11.11 Acts of Certificateholders.................................163

iii

<PAGE>

Exhibits:

--------

Exhibit A-1 Form of Class I-A1 Certificates

Exhibit A-2 Form of Class II-A1 Certificates

Exhibit A-3 Form of Class II-A2 Certificates

Exhibit A-4 Form of Class II-A3 Certificates

Exhibit A-5 Form of Class M-1 Certificates

Exhibit A-6 Form of Class M-2 Certificates

Exhibit A-7 Form of Class M-3 Certificates

Exhibit A-8 Form of Class M-4 Certificates

Exhibit A-9 Form of Class M-5 Certificates

Exhibit A-10 Form of Class M-6 Certificates

Exhibit A-11 Form of Class M-7 Certificates

Exhibit A-12 Form of Class M-8 Certificates

Exhibit A-13 Form of Class M-9 Certificates

Exhibit A-14 Form of Class M-10 Certificates

Exhibit A-15 Form of Class M-11 Certificates

Exhibit A-16 Form of Class B-1 Certificates

Exhibit A-17 Form of Class B-2 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 Mortgage Loan Purchase 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 G Form of Custodial Agreement

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

Schedule I Prepayment Charge Schedule

<PAGE>

This Pooling and Servicing Agreement is dated as of December

1, 2004 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor

(the "Depositor"), SELECT PORTFOLIO SERVICING, INC., 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

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

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

II-A3 Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2

Certificates (vii) the Class M-3 Certificates, (viii) the Class M-4

Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates,

(xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the

Class M-9 Certificates, (xiv) the Class M-10 Certificates, (xv) the Class M-11

Certificates, (xvi) the Class B-1 Certificates, (xvii) the Class B-2

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,

the Interest Coverage 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.

REMIC 1 Initial Uncertificated Latest Possible

Designation Remittance Rate Balance Maturity Date(1)

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

I-LT1 Variable(2) $ 95,933,561.59 January 25, 2035

I-LT1PF Variable(2) $ 78,680,062.53 January 25, 2035

I-LT2 Variable(2) $ 306,066,012.48 January 25, 2035

I-LT2PF Variable(2) $ 251,020,263.40 January 25, 2035

I-LTP Variable(2) $ 100.00 January 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 1 Regular Interest.

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

Pass-Through 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.

Uncertificated REMIC 2 Initial Uncertificated Assumed Final

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

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

LTAA Variable(2) $ 717,065,902.00 January 25, 2035

LTIA1 Variable(2) $ 1,300,000.00 January 25, 2035

LTIIA1 Variable(2) $ 1,480,000.00 January 25, 2035

LTIIA2 Variable(2) $ 2,332,000.00 January 25, 2035

LTIIA3 Variable(2) $ 335,510.00 January 25, 2035

LTM1 Variable(2) $ 373,170.00 January 25, 2035

LTM2 Variable(2) $ 314,630.00 January 25, 2035

LTM3 Variable(2) $ 91,460.00 January 25, 2035

LTM4 Variable(2) $ 142,680.00 January 25, 2035

LTM5 Variable(2) $ 113,410.00 January 25, 2035

LTM6 Variable(2) $ 98,780.00 January 25, 2035

LTM7 Variable(2) $ 117,070.00 January 25, 2035

LTM8 Variable(2) $ 87,800.00 January 25, 2035

LTM9 Variable(2) $ 87,800.00 January 25, 2035

LTM10 Variable(2) $ 102,440.00 January 25, 2035

LTM11 Variable(2) $ 51,220.00 January 25, 2035

LTB1 Variable(2) $ 98,780.00 January 25, 2035

LTB2 Variable(2) $ 73,170.00 January 25, 2035

LTZZ Variable(2) $ 7,434,078.00 January 25, 2035

LTP Variable(2) $ 100.00 January 25, 2035

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

(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:

Original

Class Certificate Pass-Through Assumed Final

Designation Principal Balance Rate Maturity Date(1)

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

Class I-A1............ $ 130,000,000.00 Variable(2) January 25, 2035

Class II-A1........... $ 148,000,000.00 Variable(2) January 25, 2035

Class II-A2........... $ 233,200,000.00 Variable(2) January 25, 2035

Class II-A3........... $ 33,551,000.00 Variable(2) January 25, 2035

Class M-1............. $ 37,317,000.00 Variable(2) January 25, 2035

Class M-2............. $ 31,463,000.00 Variable(2) January 25, 2035

Class M-3............. $ 9,146,000.00 Variable(2) January 25, 2035

Class M-4............. $ 14,268,000.00 Variable(2) January 25, 2035

Class M-5............. $ 11,341,000.00 Variable(2) January 25, 2035

Class M-6............. $ 9,878,000.00 Variable(2) January 25, 2035

Class M-7............. $ 11,707,000.00 Variable(2) January 25, 2035

Class M-8............. $ 8,780,000.00 Variable(2) January 25, 2035

Class M-9............. $ 8,780,000.00 Variable(2) January 25, 2035

Class M-10............ $ 10,244,000.00 Variable(2) January 25, 2035

Class M-11............ $ 5,122,000.00 Variable(2) January 25, 2035

Class B-1............. $ 9,878,000.00 Variable(2) January 25, 2035

Class B-2............. $ 7,317,000.00 Variable(2) January 25, 2035

Class C Interest...... $ 11,707,900.00(3) Variable(2) January 25, 2035

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

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

(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 C 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 C Certificates.

Original

Class Certificate Pass-Through Assumed Final

Designation Principal Balance Rate Maturity Date(1)

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

Class C $11,707,900.00 Variable(2) January 25, 2035

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

(1) Solely 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 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 5

-------

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 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 P Certificates.

Original

Class Certificate Pass-Through Assumed Final

Designation Principal Balance Rate Maturity Date(1)

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

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

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

(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.

<PAGE>

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 Adjustable-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 Adjustable-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

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

substantially in the form attached hereto as Exhibit Q.

"Adjustable-Rate Certificates": Any Class A Certificate,

Mezzanine Certificate or Class B Certificate.

"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.

<PAGE>

"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 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 Trustee": As defined in Section 3.29 hereof.

"Advancing 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 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 unpaid 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.

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

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

<PAGE>

"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 on the Mortgage Loans due on the related Due Date and received

on or prior to the related Determination Date, (b) Net Liquidation Proceeds,

Insurance Proceeds, Subsequent Recoveries, partial 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 prior calendar month and all Principal Prepayments in

full 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, (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

and (i) with respect to each Distribution Date during the Funding Period and on

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

amounts withdrawn by the Trustee from the Interest Coverage Accounts for

distribution on the Certificates on such Distribution Date 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 and the expenses of the Custodian 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.

"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 Adjustable-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 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 Adjustable-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

<PAGE>

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

Adjustable-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 Adjustable-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

Uncertificated Accrued Interest Deferral Amount, the specified REMIC 2 Regular

Interest, as follows:

Certificate Margin

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

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

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

I-A1 LTIA1 0.300% 0.600%

II-A1 LTIIA1 0.150% 0.300%

II-A2 LTIIA2 0.280% 0.560%

II-A3 LTIIA3 0.420% 0.840%

M-1 LTM1 0.550% 0.825%

M-2 LTM2 0.600% 0.900%

M-3 LTM3 0.650% 0.975%

M-4 LTM4 0.850% 1.275%

M-5 LTM5 1.050% 1.575%

M-6 LTM6 1.150% 1.725%

M-7 LTM7 1.650% 2.475%

M-8 LTM8 1.800% 2.700%

M-9 LTM9 2.650% 3.975%

<PAGE>

M-10 LTM10 3.250% 4.875%

M-11 LTM11 3.250% 4.875%

B-1 LTB1 3.250% 4.875%

B-2 LTB2 3.250% 4.875%

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

(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 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 Adjustable-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 A Certificates": Any Class I-A1 Certificate, Class

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

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

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-16,

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

evidencing a regular interest in REMIC 3.

"Class B-1 Principal Distribution Amount": 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

<PAGE>

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), (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), (xi) the Certificate Principal

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

distribution of the Class M-10 Principal Distribution Amount on such

Distribution Date), (xii) the Certificate Principal Balance of the Class M-11

Certificates (after taking into account the distribution of the Class M-11

Principal Distribution Amount on such Distribution Date) and (xiii) 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) 94.80% (or

94.00% if an Overcollateralization Step Up Event exists on such Distribution

Date) and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as

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

payments of principal due during the related Due Period, to the extent received

or advanced, and unscheduled collections of principal received during the

related Prepayment Period) and (B) the aggregate Stated Principal Balance of the

Mortgage Loans as of the last day of the related Due Period (after giving effect

to scheduled payments of principal due during the related Due Period, to the

extent received or advanced, and unscheduled collections of principal received

during the related Prepayment Period) minus the related 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-17,

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

evidencing a regular interest in REMIC 3.

"Class B-2 Principal Distribution Amount": The excess of (x)