SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.
                                    Depositor



                                 SOVEREIGN BANK
                                 Master Servicer



                         U.S. BANK NATIONAL ASSOCIATION
                                     Trustee


                                       and


                                 CITIBANK, N.A.
                               Trust Administrator



                    _________________________________________

                         POOLING AND SERVICING AGREEMENT
                          Dated as of December 1, 2002
                    _________________________________________



                Variable-Rate Mortgage Pass-Through Certificates

                                  Series 2002-1









<PAGE>



<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS
<S>                                                                                                              <C>
                                                    DEFINITIONS
         1.01.    Defined Terms...................................................................................2
         1.02.    Allocation of Certain Interest Shortfalls......................................................41

                                                    ARTICLE II
                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES

         2.01.    Conveyance of Mortgage Loans...................................................................42
         2.02.    Acceptance of REMIC I by the Trustee...........................................................44
         2.03.    Repurchase or Substitution of Mortgage  Loans by the Seller or the Depositor...................46
         2.04.    Reserved.......................................................................................48
         2.05.    Representations, Warranties and Covenants of the Master Servicer...............................48
         2.06.    Issuance of the Certificates...................................................................50


                                                    ARTICLE III
                                           ADMINISTRATION AND SERVICING
                                               OF THE MORTGAGE LOANS

         3.01.    Master Servicer to Act as Master Servicer......................................................51
         3.02.    Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers.........................53
         3.03.    Successor Sub-Servicers........................................................................54
         3.04.    Liability of the Master Servicer...............................................................54
         3.05.    No Contractual Relationship Between Sub-Servicers, Trust Administrator,
                  Trustee or Certificateholders..................................................................54
         3.06.    Assumption or Termination of Sub-Servicing Agreements by Trust Administrator...................55
         3.07.    Collection of Certain Mortgage Loan Payments...................................................55
         3.08.    Sub-Servicing Accounts.........................................................................56
         3.09.    Collection of Taxes, Assessments and Similar Items; Servicing Accounts.........................56
         3.10.    Collection Account and Distribution Account....................................................57
         3.11.    Withdrawals from the Collection Account and Distribution Account...............................59
         3.12.    Investment of Funds in the Collection Account and the Distribution Account.....................61
         3.13.    [Reserved].....................................................................................63
         3.14.    Maintenance of Hazard Insurance and Errors and Omissions and Fidelity
                  Coverage.......................................................................................63
         3.15.    Enforcement of Due-On-Sale Clauses; Assumption Agreements......................................64
         3.16.    Realization Upon Defaulted Mortgage Loans......................................................65
         3.17.    Trustee to Cooperate; Release of Mortgage Files................................................67
         3.18.    Servicing Compensation.........................................................................68
         3.19.    Reports to the Trustee and the Trust Administrator; Collection Account
                  Statements.....................................................................................68
         3.20.    Statement as to Compliance.....................................................................69


                                                        ii

<PAGE>



         3.21.    Independent Public Accountants' Servicing Report...............................................69
         3.22.    Access to Certain Documentation................................................................70
         3.23.    Title, Management and Disposition of REO Property..............................................70
         3.24.    Obligations of the Master Servicer in Respect of Prepayment Interest Shortfalls................73
         3.25.    Obligations of the Master Servicer in Respect of Monthly Payments..............................74

                                                    ARTICLE IV
                                          PAYMENTS TO CERTIFICATEHOLDERS

         4.01.    Distributions..................................................................................75
         4.02.    Statements to Certificateholders...............................................................79
         4.03.    Remittance Reports; P&I Advances...............................................................82
         4.04.    Allocation of Extraordinary Trust Fund Expenses and Realized Losses............................83
         4.05.    Compliance with Withholding Requirements.......................................................85
         4.06.    Reserved.......................................................................................85
         4.07.    Commission Reporting...........................................................................85

                                                     ARTICLE V
                                                 THE CERTIFICATES

         5.01.    The Certificates...............................................................................87
         5.02.    Registration of Transfer and Exchange of Certificates..........................................89
         5.03.    Mutilated, Destroyed, Lost or Stolen Certificates..............................................93
         5.04.    Persons Deemed Owners..........................................................................94
         5.05.    Certain Available Information..................................................................94


                                                    ARTICLE VI
                                       THE DEPOSITOR AND THE MASTER SERVICER

         6.01.    Liability of the Depositor and the Master Servicer.............................................95
         6.02.    Merger or Consolidation of the Depositor or the Master Servicer................................95
         6.03.    Limitation on Liability of the Depositor, the Master Servicer and Others.......................95
         6.04.    Limitation on Resignation of the Master Servicer...............................................96
         6.05.    Rights of the Depositor in Respect of the Master Servicer......................................97


                                                    ARTICLE VII
                                                      DEFAULT

         7.01.    Master Servicer Events of Default..............................................................98
         7.02.    Trust Administrator or Trustee to Act; Appointment of Successor...............................100
         7.03.    Notification to Certificateholders............................................................102
         7.04.    Waiver of Master Servicer Events of Default...................................................102



                                                        iii

<PAGE>




                                                   ARTICLE VIII
                                CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

         8.01.    Duties of Trustee and Trust Administrator.....................................................103
         8.02.    Certain Matters Affecting the Trustee and the Trust Administrator.............................104
         8.04.    Trustee and Trust Administrator May Own Certificates.  .......................................106
         8.05.    Trustee's and Trust Administrator's Fees and Expenses. .......................................106
         8.06.    Eligibility Requirements for Trustee and Trust Administrator. ................................106
         8.07.    Resignation and Removal of the Trustee and the Trust
                                    Administrator ..............................................................107
         8.08.    Successor Trustee or Trust Administrator......................................................108
         8.09.    Merger or Consolidation of Trustee............................................................109
         8.10.    Appointment of Co-Trustee or Separate Trustee.................................................109
         8.11.    Appointment of Office or Agency...............................................................110
         8.12.    Representations and Warranties................................................................110


                                                    ARTICLE IX
                                                    TERMINATION

         9.01     Termination Upon Repurchase or Liquidation of the REMIC I Regular Interests...................112
         9.02     Additional Termination Requirements...........................................................114


                                                     ARTICLE X
                                                 REMIC PROVISIONS

         10.01.   REMIC Administration..........................................................................115
         10.02.   Prohibited Transactions and Activities........................................................117
         10.03.   Master Servicer and Trust Administrator Indemnification.......................................118


                                                    ARTICLE XI
                                             MISCELLANEOUS PROVISIONS

         11.01.   Amendment.....................................................................................119
         11.02.   Recordation of Agreement; Counterparts........................................................120
         11.03.   Limitation on Rights of Certificateholders....................................................120
         11.04.   Governing Law.................................................................................121
         11.05.   Notices.......................................................................................121
         11.06.   Severability of Provisions....................................................................122
         11.07.   Notice to Rating Agencies.....................................................................122
         11.08.   Article and Section References................................................................123
         11.09.   Grant of Security Interest....................................................................123
</TABLE>



                                                        iv

<PAGE>



<TABLE>
<CAPTION>
Exhibits
--------
<S>               <C>
Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2 Certificate
Exhibit A-3       Form of Class A-3 Certificate
Exhibit A-4       Form of Class A-4 Certificate
Exhibit A-5       Form of Class B-1 Certificate
Exhibit A-6       Form of Class B-2 Certificate
Exhibit A-7       Form of Class B-3 Certificate
Exhibit A-8       Form of Class B-4 Certificate
Exhibit A-9       Form of Class B-5 Certificate
Exhibit A-10      Form of Class B-6 Certificate
Exhibit A-11      Form of Class R Certificate
Exhibit B         [Reserved]
Exhibit C-1       Form of Trustee's Initial Certification
Exhibit C-2       Form of Trustee's Final Certification
Exhibit C-3       Form of Trustee's Receipt of Mortgage Note
Exhibit D         Form of Mortgage Loan Purchase Agreement
Exhibit E-1       Request for Release
Exhibit E-2       Request for Release Mortgage Loans paid in full
Exhibit F-1       Form of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of Private Certificates Pursuant to Rule 144A
                  Under the 1933 Act
Exhibit F-2       Form of Transfer Affidavit and Agreement and Form of Transferor Affidavit in
                  Connection with Transfer of Residual Certificates
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H-1       Form of Certification to be Provided by the Master Servicer with Form 10-K
Exhibit H-2       Form of Certification to be Provided to the Master Servicer by the
                  Trustee

Schedule 1        Mortgage Loan Schedule
Schedule 2        Mortgage Loans that have Primary Mortgage Insurance
</TABLE>





                                        v

<PAGE>



                  This Pooling and Servicing Agreement, is dated and effective
as of December 1, 2002, among SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., as
Depositor, SOVEREIGN BANK, as Master Servicer, U.S. BANK NATIONAL ASSOCIATION,
as Trustee and CITIBANK, N.A. as Trust Administrator.

                             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
each REMIC created hereunder.

                                     REMIC I
                                     -------

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement as a REMIC (as defined herein) for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC I". The Class R Certificates will be the sole class of
"residual interests" in REMIC I for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation, the REMIC I
Remittance Rate, the initial Uncertificated Balance and, solely for purposes of
satisfying Treasury regulation section 1.860G-1(a)(4)(iii), the "latest possible
maturity date" for each of the REMIC I Regular Interests (as defined herein).
None of the REMIC I Regular Interests will be certificated



<TABLE>
<CAPTION>
   REMIC I Regular                                    Initial Uncertificated Principal          Latest Possible
      Interest            REMIC I Remittance RAte                  Balance                     Maturity Date(1)
      --------            -----------------------                  -------                     ----------------
<S>                       <C>                         <C>                                      <C>
        LT-1A                   Variable(2)                    $        978.04                 November 25, 2032
        LT-1B                   Variable(2)                    $     17,009.33                 November 25, 2032
        LT-2A                   Variable(2)                    $        373.68                 November 25, 2032
        LT-2B                   Variable(2)                    $      6,499.08                 November 25, 2032
        LT-3A                   Variable(2)                    $      1,400.42                 November 25, 2032
        LT-3B                   Variable(2)                    $     24,355.62                 November 25, 2032
        LT-4A                   Variable(2)                    $        493.80                 November 25, 2032
        LT-4B                   Variable(2)                    $      8,586.40                 November 25, 2032
        LT-ZZ                   Variable(2)                    $564,444,765.64                 November 25, 2032
</TABLE>

_______________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date immediately following the maturity date
     for the Mortgage Loan with the latest maturity date has been designated as
     the "latest possible maturity date" for each REMIC I Regular Interest.
(2)  Calculated in accordance with the definition of "REMIC I Remittance Rate"
      herein.





<PAGE>



                                    REMIC II
                                    --------

                  As provided herein, the Trustee will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
(as defined herein) for federal income tax purposes, and such segregated pool of
assets will be designated as "REMIC II". The Class R-II Interest will be the
sole class of "residual interests" in REMIC II for purposes of the REMIC
Provisions (as defined herein). The following table irrevocably sets forth the
designation, the Pass- Through Rate, the initial aggregate Certificate Principal
Balance and, solely for purposes of satisfying Treasury regulation section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the REMIC I
Regular Interests (as defined herein).



<TABLE>
<CAPTION>
                                                        Initial Aggregate Certificate           Latest Possible
     Designation             Pass-Through Rate                Principal Balance                Maturity Date(1)
     -----------             -----------------                -----------------                ----------------
<S>                          <C>                        <C>                                    <C>
      Class A-1                 Variable(2)                    $160,313,000.00                 November 25, 2032
      Class A-2                 Variable(2)                    $ 61,254,000.00                 November 25, 2032
      Class A-3                 Variable(2)                    $229,552,000.00                 November 25, 2032
      Class A-4                 Variable(2)                    $ 80,926,000.00                 November 25, 2032
      Class B-1                 Variable(2)                    $ 18,064,000.00                 November 25, 2032
      Class B-2                 Variable(2)                    $  4,798,000.00                 November 25, 2032
      Class B-3                 Variable(2)                    $  2,823,000.00                 November 25, 2032
      Class B-4                 Variable(2)                    $  2,822,000.00                 November 25, 2032
      Class B-5                 Variable(2)                    $  1,694,000.00                 November 25, 2032
      Class B-6                 Variable(2)                    $  2,258,462.03                 November 25, 2032
</TABLE>

_______________
(1)  Solely 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 Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.

                  As of the Cut-off Date, the Original Group I Mortgage Loans
had an aggregate Scheduled Principal Balance equal to $170,093,388.20, the
Original Group II Mortgage Loans had an aggregate Scheduled Principal Balance
equal to $64,990,806.35, the Original Group III Mortgage Loans had an aggregate
Scheduled Principal Balance equal to $243,556,240.85 and the Original Group IV
Mortgage Loans had an aggregate Scheduled Principal Balance equal to
$85,864,026.63.

                  In consideration of the mutual agreements herein contained,
the Depositor, the Master Servicer, the Trust Administrator and the Trustee
agree as follows:


                                        2

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.01.             Defined Terms.

                  Whenever used in this Agreement, including, without
limitation, in the Preliminary Statement hereto, the following words and
phrases, unless the context otherwise requires, shall have the meanings
specified in this Article. Unless otherwise specified, all calculations
described herein shall be made on the basis of a 360-day year consisting of
twelve 30-day months.

                  "Adjustment Date": With respect to each Mortgage Loan, the
first day of the month in which the Mortgage Rate of a Mortgage Loan changes
pursuant to the related Mortgage Note. The first Adjustment Date following the
Cut-off Date as to each Mortgage Loan is set forth in the Mortgage Loan
Schedule.

                  "Administration Fee": The amount payable to the Trust
Administrator on each Distribution Date pursuant to Section 8.05 as compensation
for all services rendered by it or the Trustee in the execution of the trust
hereby created and in the exercise and performance of any of the powers and
duties of the Trust Administrator and the Trustee hereunder, which amount shall
equal the product of (i) the Administration Fee Rate, multiplied by (ii) the
aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties.
The fee payable to the Trustee for all services rendered by it in the execution
of the trust hereby created and the exercise and performance of any of the
powers and duties of the Trustee hereunder will be paid by the Trust
Administrator out of the Trust Administrator's own funds or out of the
Administration Fee received by the Trust Administrator.

                  "Administration Fee Rate":  0.0068% per annum.

                  "Affiliate": With respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

                  "Agreement": This Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.

                  "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 of
record the sale of the Mortgage.

                  "Available Distribution Amount": The Group I Available
Distribution Amount, the Group II Available Distribution Amount, the Group III
Available Distribution Amount and/or the Group IV Available Distribution Amount,
as the context requires.


                                        3

<PAGE>



                  "Bankruptcy Amount": As of any date of determination, an
amount equal to the excess, if any, of (A) $150,000 over (B) the aggregate
amount of Bankruptcy Losses allocated solely to the Subordinate Certificates in
accordance with Section 4.04.

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

                  "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
will be the Class A Certificates, the Class B-1 Certificates, the Class B-2
Certificates and the Class B-3 Certificates.

                  "Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the Commonwealth of
Pennsylvania, the State of New York, or in the city in which the Corporate Trust
Office of the Trustee and the Trust Administrator is located, are authorized or
obligated by law or executive order to be closed.

                  "Cash-out Refinancing": A Refinanced Mortgage Loan the
proceeds of which were in excess of the principal balance of any existing first
mortgage on the related Mortgaged Property and related closing costs, and were
used to pay any such existing first mortgage, related closing costs and
subordinate mortgages on the related Mortgaged Property.

                  "Certificate": Any one of the Sovereign Bank Mortgage Loan
Trust, Series 2002-1 Variable-Rate Mortgage Pass-Through Certificates, issued
under this Agreement.

                  "Certificate Factor": With respect to any Class of
Certificates as of any Distribution Date, a fraction, expressed as a decimal
carried to six places, the numerator of which is the aggregate Certificate
Principal Balance of such Class of Certificates on such Distribution Date (after
giving effect to any distributions of principal and allocations of Realized
Losses and Extraordinary Trust Fund Expenses in reduction of the Certificate
Principal Balance of such Class of Certificates to be made on such Distribution
Date), and the denominator of which is the initial aggregate Certificate
Principal Balance of such Class of Certificates as of the Closing Date.

                  "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or a Non-United States Person shall not be a Holder of
a Residual Certificate for any purposes 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 Master 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 and the Trust Administrator may
conclusively rely upon a certificate of the Depositor or the Master Servicer in
determining whether a Certificate


                                        4

<PAGE>



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 and the Trust Administrator 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 Owner": With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of such Certificate as reflected on the
books of the Depository or on the books of a Depository Participant or on the
books of an indirect participating brokerage firm for which a Depository
Participant acts as agent.

                  "Certificate Principal Balance": With respect to any
Certificate as of any date of determination, the Certificate Principal Balance
of such Certificate on the Distribution Date immediately prior to such date of
determination, reduced by the aggregate of (a) all distributions of principal
made thereon on such immediately prior Distribution Date and (b) without
duplication of amounts described in clause (a) above, reductions in the
Certificate Principal Balance thereof in connection with allocations thereto of
Realized Losses on the Mortgage Loans and Extraordinary Trust Fund Expenses on
such immediately prior Distribution Date (or, in the case of any date of
determination up to and including the initial Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof); provided, however, that the Certificate Principal Balance of each
Subordinate Certificate of the Class of Subordinate Certificates outstanding
with the highest numerical designation at any given time shall not be greater
than the Percentage Interest evidenced by such Certificate multiplied by the
excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balances of all
other Classes of Certificates then outstanding.

                  "Certificate Register": The register maintained pursuant to
Section 5.02.

                  "Class": Collectively, all of the Certificates bearing the
same class designation.

                  "Class A Certificates": The Class A-1 Certificates, the Class
A-2 Certificates, the Class A-3 Certificates and the Class A-4 Certificates.

                  "Class A-1 Certificates": Any one of the Class A-1
Certificates executed, authenticated and delivered by the Trust Administrator,
substantially in the form annexed hereto as Exhibit A-1 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

                  "Class A-2 Certificates": Any one of the Class A-1
Certificates executed, authenticated and delivered by the Trust Administrator,
substantially in the form annexed hereto as Exhibit A-2 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

                  "Class A-3 Certificates": Any one of the Class A-1
Certificates executed, authenticated and delivered by the Trust Administrator,
substantially in the form annexed hereto as Exhibit A-3 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.



                                        5

<PAGE>



                  "Class A-4 Certificates": Any one of the Class A-1
Certificates executed, authenticated and delivered by the Trust Administrator,
substantially in the form annexed hereto as Exhibit A-4 and evidencing a Regular
Interest in REMIC II for purposes of the REMIC Provisions.

                  "Class A Principal Adjustment Amount": As to any Distribution
Date on which there is an Undercollateralized Loan Group or Loan Groups and the
Certificate Principal Balance of the Class A Certificates in the
Overcollateralized Loan Group or Loan Groups will be reduced to zero, the
remaining Senior Principal Distribution Amount for the Overcollateralized Loan
Group or Loan Groups after reducing the Certificate Principal Balance of the
Class A Certificates in the Overcollateralized Loan Group(s) to zero.

                  "Class B Percentage": Any one of the Class B-1 Percentage, the
Class B-2 Percentage, the Class B-3 Percentage, the Class B-4 Percentage, the
Class B-5 Percentage or the Class B-6 Percentage.

                  "Class B-1 Certificate": Any one of the Class B-1 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class B-1 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-1
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-1 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the sum of (i) the
Scheduled Principal Balance of each of the Mortgage Loans, plus (ii) the
Scheduled Principal Balance of each of the REO Properties, in each case before
reduction for any Realized Losses on such Distribution Date.

                  "Class B-2 Certificate": Any one of the Class B-2 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class B-2 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-2
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-2 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the sum of (i) the
Scheduled Principal Balance of each of the Mortgage Loans, plus (ii) the
Scheduled Principal Balance of each of the REO Properties, in each case before
reduction for any Realized Losses on such Distribution Date.

                  "Class B-3 Certificate": Any one of the Class B-3 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class B-3 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-3
Certificates immediately prior to such date over the aggregate amount, if


                                        6

<PAGE>



any, payable to the Holders of the Class B-3 Certificates on such date pursuant
to Section 4.01(b)(i)(Z), and the denominator of which is the sum of (i) the
Scheduled Principal Balance of each of the Mortgage Loans, plus (ii) the
Scheduled Principal Balance of each of the REO Properties, in each case before
reduction for any Realized Losses on such Distribution Date.

                  "Class B-4 Certificate": Any one of the Class B-4 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class B-4 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-4
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-4 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the sum of (i) the
Scheduled Principal Balance of each of the Mortgage Loans, plus (ii) the
Scheduled Principal Balance of each of the REO Properties, in each case before
reduction for any Realized Losses on such Distribution Date.

                  "Class B-5 Certificate": Any one of the Class B-5 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class B-5 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-5
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-5 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the sum of (i) the
Scheduled Principal Balance of each of the Mortgage Loans, plus (ii) the
Scheduled Principal Balance of each of the REO Properties, in each case before
reduction for any Realized Losses on such Distribution Date.

                  "Class B-6 Certificate": Any one of the Class B-6 Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in
REMIC II for purposes of the REMIC Provisions.

                  "Class B-6 Percentage": With respect to any Distribution Date,
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class B-6
Certificates immediately prior to such date over the aggregate amount, if any,
payable to the Holders of the Class B-6 Certificates on such date pursuant to
Section 4.01(b)(i)(Z), and the denominator of which is the sum of (i) the
Scheduled Principal Balance of each of the Mortgage Loans, plus (ii) the
Scheduled Principal Balance of each of the REO Properties, in each case before
reduction for any Realized Losses on such Distribution Date.

                  "Class R Certificate": Any one of the Class R Certificates
executed, authenticated and delivered by the Trust Administrator, substantially
in the form annexed hereto as Exhibit A-11 and evidencing the ownership of the
Class R-I Interest and the Class R-II Interest.



                                        7

<PAGE>



                  "Class R-I Interest": The Residual Interest in REMIC I for
purposes of the REMIC Provisions.

                  "Class R-II Interest": The Residual Interest in REMIC II for
purposes of the REMIC Provisions.

                  "Closing Date": December 23, 2002.

                  "Code":  The Internal Revenue Code of 1986.

                  "Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.10(a), which shall be
entitled, "U.S. Bank National Association, as Trustee, in trust for the
registered holders of Sovereign Bank Mortgage Loan Trust, Variable-Rate Mortgage
Pass-Through Certificates, Series 2002-1." The Collection Account must be an
Eligible Account.

                  "Commission":  The Securities and Exchange Commission.

                  "Corporate Trust Office": The principal corporate trust office
of the Trustee or the Trust Administrator at which at any particular time its
corporate trust business in connection with this Agreement shall be
administered, which office, with respect to the Trust Administrator, at the date
of the execution of this instrument is located at 111 Wall Street, 14th
Floor-Zone 3, New York New York 10005, or such other address as the Trust
Administrator may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer and the Trustee and, with
respect to the Trustee, at the date of the execution of this instrument is
located at 180 East Fifth Street, St. Paul, Minnesota 55101, or such other
address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Master Servicer and the Trust
Administrator.

                  "Cross-Collateralization Date": Any Distribution Date on which
there exists an Undercollateralizated Loan Group or Loan Groups and an
Overcollateralized Loan Group or Loan Groups.

                  "Cut-off Date": With respect to each Original Mortgage Loan,
December 1, 2002. With respect to all Qualified Substitute Mortgage Loans, their
respective dates of substitution. References herein to the "Cut-off Date," when
used with respect to more than one Mortgage Loan, shall be to the respective
Cut-off Dates for such Mortgage Loans.

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding


                                        8

<PAGE>



principal balance of the Mortgage Loan, which valuation results from a
proceeding initiated under the Bankruptcy Code.

                  "Definitive Certificates":  As defined in Section 5.01(b).

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.

                  "Depositor": Salomon Brothers Mortgage Securities VII, Inc., a
Delaware corporation, or its successor in interest.

                  "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Certificates that are to be Book-Entry Certificates, is
CEDE & Co. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York and a "clearing agency" registered pursuant to the provisions of Section
17A of the Securities Exchange Act of 1934, as amended.

                  "Depository Institution": Any depository institution or trust
company, including the Trust Administrator, that (a) is incorporated under the
laws of the United States of America or any State thereof, (b) is subject to
supervision and examination by federal or state banking authorities and (c) has
outstanding unsecured commercial paper or other short-term unsecured debt
obligations that are rated A-1 by S&P, F-1 by Fitch and P-1 by Moody's (or a
comparable rating if S&P, Fitch and Moody's are not the Rating Agencies).

                  "Depository Participant": A broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

                  "Determination Date": With respect to each Distribution Date,
the 15th day of the calendar month in which such Distribution Date occurs or, if
such 15th day is not a Business Day, the Business Day immediately preceding such
15th day.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by REMIC I, other than
through an Independent Contractor; provided, however, that the Trustee (or the
Master Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an REO Property solely because the Trustee (or the Master Servicer on
behalf of the Trustee) establishes rental terms, chooses tenants, enters into or
renews leases, deals with taxes and insurance, or makes decisions as to repairs
or capital expenditures with respect to such REO Property.

                  "Disqualified Organization": Any of the following: (i) the
United States, any State or political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other
than an instrumentality which is a corporation if all of its activities are


                                        9

<PAGE>



subject to tax and, except for Freddie Mac, a majority of its board of directors
is not selected by such governmental unit), (ii) any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (iii) any organization (other than certain farmers' cooperatives
described in Section 521 of the Code) which is exempt from the tax imposed by
Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on
unrelated business taxable income), (iv) rural electric and telephone
cooperatives described in Section 1381(a)(2)(C) of the Code, (v) an "electing
large partnership" within the meaning of Section 775 of the Code and (vi) any
other Person so designated by the Trustee or the Trust Administrator based upon
an Opinion of Counsel that the holding of an Ownership Interest in a Residual
Certificate by such Person may cause REMIC I or any Person having an Ownership
Interest in any Class of Certificates (other than such Person) to incur a
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the Transfer of an Ownership Interest in a Residual Certificate
to such Person. The terms "United States," "State" and "international
organization" shall have the meanings set forth in Section 7701 of the Code or
successor provisions.

                  "Distribution Account": The trust account or accounts created
and maintained by the Trust Administrator pursuant to Section 3.10(b) which
shall be entitled "Citibank, N.A., as Trust Administrator for U.S. Bank National
Association as Trustee, in trust for the registered holders of Sovereign Bank
Mortgage Loan Trust, Variable-Rate Mortgage Pass-Through Certificates, Series
2002-1." The Distribution Account must be an Eligible Account.

                  "Distribution Date": The 25th day of any month, or if such
25th day is not a Business Day, the Business Day immediately following such 25th
day, commencing in January 2003.

                  "Diverted Interest Amount": With respect to any Distribution
Date, one month's interest accrued during the related Interest Accrual Period on
the Overcollateralized Amount at the Pass-Through Rate for Class A Certificates
related to the Undercollateralized Loan Group or Loan Groups and any other
unpaid interest shortfalls on the Class A Certificates related to the
Undercollateralized Loan Group(s), to the extent available.

                  "DOL": The United States Department of Labor or any successor
in interest.

                  "DOL Regulations": The regulations promulgated by the DOL at
29 C.F.R.ss.2510.3- 101.

                  "Due Date": With respect to each Distribution Date, the first
day of the calendar month in which such Distribution Date occurs, which is the
day of the month on which the Monthly Payment is due on a Mortgage Loan,
exclusive of any days of grace.

                  "Due Period": With respect to any Distribution Date, the
period commencing on the second day of the calendar month preceding the calendar
month in which such Distribution Date occurs and ending on the related Due Date.

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state


                                       10

<PAGE>



chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.

                  "ERISA": The Employee Retirement Income Security Act of 1974,
as amended.

                  "ERISA Qualifying Underwriting": With respect to the Class B-1
Certificates, the Class B-2 Certificates and the Class B-3 Certificates, a best
efforts or firm commitment underwriting or private placement that meets the
requirements of Prohibited Transaction Exemption 2000-58, 65 Fed. Reg. 67765
(2000), as amended (or any successor thereto), or any substantially similar
administrative exemption granted by the DOL (an "Underwriter's Exemption").

                  "Estate in Real Property": A fee simple estate in a parcel of
land.

                  "Excess Bankruptcy Loss": Any Bankruptcy Loss, or portion
thereof, which exceeds the then applicable Bankruptcy Amount.

                  "Excess Diverted Interest Reserve Account": The account
established and maintained pursuant to Section 4.09.

                  "Excess Diverted Interest Reserve Amount": With respect to the
Class A Certificates and any Distribution Date, an amount equal to the excess,
if any, of (i) one month's interest accrued during the related Interest Accrual
Period on the Overcollateralized Amount at the Pass-Through Rate for the Class A
Certificates relating to the Overcollateralized Loan Group(s) over (ii) the
Diverted Interest Amount.

                  "Excess Fraud Loss": Any Fraud Loss, or portion thereof, which
exceeds the then applicable Fraud Loss Amount.

                  "Excess Loss": Any Excess Bankruptcy Loss, Excess Special
Hazard Loss, Excess Fraud Loss or Extraordinary Loss.

                  "Excess Special Hazard Loss": Any Special Hazard Loss, or
portion thereof, that exceeds the then applicable Special Hazard Amount.

                  "Expense Adjusted 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 thereon as of the first
day of the month preceding the month in which the Distribution Date occurs minus
the sum of (i) the Administration Fee Rate and (ii) the Servicing Fee Rate.

                  "Extraordinary Loss": Any Realized Loss or portion thereof
caused by or resulting from:

                  (i) nuclear or chemical reaction or nuclear radiation or
         radioactive or chemical contamination, all whether controlled or
         uncontrolled and whether such loss be direct or


                                       11

<PAGE>



         indirect, proximate or remote or be in whole or in part caused by,
         contributed to or aggravated by a peril covered by the definition of
         the term "Special Hazard Loss";

                  (ii) hostile or warlike action in time of peace or war,
         including action in hindering, combating or defending against an
         actual, impending or expected attack by any government or sovereign
         power, DE JURE or DE FACTO, or by any authority maintaining or using
         military, naval or air forces, or by military, naval or air forces, or
         by an agent of any such government, power, authority or forces;

                  (iii) any weapon of war employing atomic fission or
         radioactive forces whether in time of peace or war, and

                  (iv) insurrection, rebellion, revolution, civil war, usurped
         power or action taken by governmental authority in hindering, combating
         or defending against such an occurrence, seizure or destruction under
         quarantine or customs regulations, confiscation by order of any
         government or public authority, or risks of contraband or illegal
         transactions or trade.

                  "Extraordinary Trust Fund Expenses": Any amounts reimbursable
to the Master Servicer or the Depositor pursuant to Section 6.03, any amounts
payable from the Distribution Account in respect of taxes pursuant to Section
10.01(g)(iii), any amounts reimbursable to the Trustee or the Trust
Administrator from the Trust Fund pursuant to Section 2.01, Section 7.02,
Section 8.05 and any other costs, expenses, liabilities and losses borne by the
Trust Fund (exclusive of any cost, expense, liability or loss that is specific
to a particular Mortgage Loan or REO Property and is taken into account in
calculating a Realized Loss in respect thereof) for which the Trust Fund has not
and, in the reasonable good faith judgment of the Trust Administrator, shall
not, obtain reimbursement or indemnification from any other Person.

                  "Fannie Mae": Fannie Mae, formerly known as the Federal
National Mortgage Association, or any successor thereto.

                  "FDIC": Federal Deposit Insurance Corporation or any successor
thereto.

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
purchased by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(c) or Section 9.01), a determination
made by the Master Servicer that all Liquidation Proceeds have been recovered.
The Master Servicer shall maintain records of each Final Recovery Determination
made thereby.

                  "Fitch": Fitch Ratings, or its successor in interest.

                  "Fraud Loss": Any Realized Loss or portion thereof sustained
by reason of a default arising from intentional fraud, dishonesty or
misrepresentation in connection with the related Mortgage Loan, including by
reason of the denial of coverage under any related Primary Mortgage Insurance
Policy.



                                       12

<PAGE>



                  "Fraud Loss Amount": As of any date of determination after the
Cut-off Date, an amount equal to: (x) prior to the first anniversary of the
Cut-off Date an amount equal to 3.00% of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud Losses
on the Mortgage Loans allocated solely to the Subordinate Certificates in
accordance with Section 4.04 since the Cut-off Date up to such date of
determination, (y) from the first to the second anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 2.00% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses on the Mortgage Loans
allocated solely to the Subordinate Certificates in accordance with Section 4.04
since the Cut-off Date up to such date of determination, and (z) on and after
the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of
(a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date
and (b) 1.00% of the aggregate outstanding principal balance of all of the
Mortgage Loans as of the most recent anniversary of the Cut-off Date minus (2)
the Fraud Losses on the Mortgage Loans allocated solely to the Subordinate
Certificates in accordance with Section 4.04 since the Cut-off Date up to such
date of determination. In addition, after the Certificate Principal Balances of
the Subordinate Certificates are reduced to zero, the Fraud Loss Amount will be
zero.

                  "Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.

                  "Gross Margin": With respect to each Mortgage Loan, the fixed
percentage set forth in the related Mortgage Note that is added to the Index on
each Adjustment Date in accordance with the terms of the related Mortgage Note
used to determine the Mortgage Rate for such Mortgage Loan.

                  "Group I Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on deposit in the Collection Account and Distribution Account with
respect to the Group I Mortgage Loans as of the close of business on the related
Determination Date, (b) the aggregate of any amounts received in respect of an
REO Property relating to a Group I Mortgage Loan withdrawn from any REO Account
and deposited in the Distribution Account for such Distribution Date pursuant to
Section 3.23, (c) the aggregate of any amounts deposited in the Distribution
Account by the Master Servicer in respect of Prepayment Interest Shortfalls on
the Group I Mortgage Loans for such Distribution Date pursuant to Section 3.24,
(d) the aggregate of any P&I Advances made by the Master Servicer for such
Distribution Date with respect to the Group I Mortgage Loans pursuant to Section
4.03, (e) the aggregate of any advances made by the Trust Administrator or the
Trustee for such Distribution Date with respect to the Group I Mortgage Loans
pursuant to Section 7.02 and (f) any Group I Excess Diverted Interest Reserve
Deposit, reduced (to not less than zero) by (2) the sum of (x) the portion of
the amount described in clause (1)(a) above that represents (i) Monthly Payments
on the Group I Mortgage Loans received from a Mortgagor on or prior to the
Determination Date but due during any Due Period subsequent to the related Due
Period, (ii) Principal Prepayments received after the related Prepayment Period
(together with any interest payments received with such Principal Prepayments to
the extent they represent the payment of interest accrued on the Group I
Mortgage Loans during a period subsequent to the related Prepayment Period),
(iii) Liquidation Proceeds and Insurance Proceeds received in respect of the
Group I Mortgage Loans after the related Prepayment


                                       13

<PAGE>



Period, (iv) amounts reimbursable or payable with respect to the Group I
Mortgage Loans to the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Seller or any Sub-Servicer pursuant to Section
3.11(a)(ii)-(ix) or Section 3.12 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds with respect to the Group I
Mortgage Loans, (vi) the Administration Fee attributable to the Group I Mortgage
Loans payable from the Distribution Account pursuant to Section 8.05 and (vii)
amounts deposited in the Collection Account or the Distribution Account in error
with respect to the Group I Mortgage Loans, and (y) amounts reimbursable to the
Trustee or the Trust Administrator for an advance on any Group I Mortgage Loan
made pursuant to Section 7.02(b), which advance the Trustee or Trust
Administrator, as applicable, has determined to be nonrecoverable from the
Stayed Funds in respect of which it was made. Notwithstanding the foregoing, the
Group I Available Distribution Amount for any Distribution Date shall be
increased (in the case of an Undercollateralized Loan Group with respect to Loan
Group I) or decreased (in the case of an Overcollateralized Loan Group with
respect to Loan Group I) by any applicable Diverted Interest Amount or Class A
Principal Adjustment Amount, in each case for such Distribution Date.

                  "Group I Excess Diverted Interest Reserve Deposit": An amount
withdrawn from the Excess Diverted Interest Reserve Account equal to the lesser
of (i) the amount on deposit in the Excess Diverted Interest Reserve Account and
(ii) the sum of (a) any interest shortfalls on the Class A-1 Certificates and
(b) the aggregate amount of Realized Losses on the Group I Mortgage Loans on
such Distribution Date.

                  "Group I Mortgage Loan": A first lien adjustable-rate Mortgage
Loan whose next Adjustment Date will occur within 17 months following the
Closing Date. The Group I Mortgage Loans are identified as such on the Mortgage
Loan Schedule.

                  "Group I Senior Percentage": With respect to any Distribution
Date and the Class A-1 Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class A-1 Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class A-1 Certificates on such date pursuant to clause (d) of the definition
of "Senior Principal Distribution Amount," and the denominator of which is the
sum of (i) the Scheduled Principal Balance of each of the Group I Mortgage
Loans, plus (ii) the Scheduled Principal Balance of each of the REO Properties
in Loan Group I, in each case before reduction for any Realized Losses on such
Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the Group I Mortgage Loans exceed the Certificate Principal
Balance of the Class A-1 Certificates, the Group I Senior Percentage will equal
the lesser of (i) 100% and (ii) the sum of the Certificate Principal Balance of
the Class A-1 Certificates immediately prior to such Distribution Date plus the
Overcollateralized Amount divided by the Scheduled Principal Balances of the
Group I Mortgage Loans immediately prior to such Distribution Date. On any
Distribution Date after the reduction of the Certificate Principal Balance of
the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4
Certificates to zero, the Group I Senior Percentage will be a percentage equal
to the Certificate Principal Balance of the Class A-1 Certificates immediately
prior to such Distribution


                                       14

<PAGE>



Date divided by the Scheduled Principal Balances of the Mortgage Loans
immediately prior to such Distribution Date.

                  "Group I Senior Prepayment Percentage": With respect to any
Distribution Date within the range indicated below, the percentage as indicated
below:


<TABLE>
<CAPTION>
             Distribution Date                                 Senior Prepayment Percentage
             -----------------                                 ----------------------------
<S>                                           <C>
January 2003 through December 2007            100%
January 2008 through December 2008            Group I Senior Percentage, plus 70% of the Group I
                                              Subordinate Percentage
January 2009 through December 2009            Group I Senior Percentage, plus 60% of the Group I
                                              Subordinate Percentage
January 2010 through December 2010            Group I Senior Percentage, plus 40% of the Group I
                                              Subordinate Percentage
January 2011 through December 2011            Group I Senior Percentage, plus 20% of the Group I
                                              Subordinate Percentage
January 2012 and thereafter                   Group I Senior Percentage;
</TABLE>

provided, however, no reduction to the Group I Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage and (b) the provisions of clauses (i) and (ii) of the immediately
preceding paragraph are met, then the Group I Senior Prepayment Percentage for
such Distribution Date will equal 100%, if such Distribution Date is prior to
January 2006, and will equal the Group I Senior Percentage for such Distribution
Date, if such Distribution Date occurs on or after January 2006.

                  On any Distribution Date on which the Group I Senior
Percentage exceeds the initial Group I Senior Percentage, the Group I Senior
Prepayment Percentage shall be 100%.

                  "Group I Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group I Senior Percentage.

                  "Group II Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on deposit in the Collection Account and Distribution Account with
respect to the Group II Mortgage Loans as of the close of business on the
related Determination Date, (b) the aggregate of any amounts received in respect
of


                                       15

<PAGE>



an REO Property relating to a Group II Mortgage Loan withdrawn from any REO
Account and deposited in the Distribution Account for such Distribution Date
pursuant to Section 3.23, (c) the aggregate of any amounts deposited in the
Distribution Account by the Master Servicer in respect of Prepayment Interest
Shortfalls on the Group II Mortgage Loans for such Distribution Date pursuant to
Section 3.24, (d) the aggregate of any P&I Advances made by the Master Servicer
for such Distribution Date with respect to the Group II Mortgage Loans pursuant
to Section 4.03, (e) the aggregate of any advances made by the Trust
Administrator or the Trustee for such Distribution Date with respect to the
Group II Mortgage Loans pursuant to Section 7.02 and (f) any Group II Excess
Diverted Interest Reserve Deposit, reduced (to not less than zero) by (2) the
sum of (x) the portion of the amount described in clause (1)(a) above that
represents (i) Monthly Payments on the Group II Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments received after
the related Prepayment Period (together with any interest payments received with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Group II Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds and Insurance Proceeds received
in respect of the Group II Mortgage Loans after the related Prepayment Period,
(iv) amounts reimbursable or payable with respect to the Group II Mortgage Loans
to the Depositor, the Master Servicer, the Trustee, the Trust Administrator, the
Seller or any Sub-Servicer pursuant to Section 3.11(a)(ii)-(ix) or Section 3.12
or otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) Stayed
Funds with respect to the Group II Mortgage Loans, (vi) the Administration Fee
attributable to the Group II Mortgage Loans payable from the Distribution
Account pursuant to Section 8.05 and (vii) amounts deposited in the Collection
Account or the Distribution Account in error with respect to the Group II
Mortgage Loans, and (y) amounts reimbursable to the Trustee or the Trust
Administrator for an advance on any Group II Mortgage Loan made pursuant to
Section 7.02(b), which advance the Trustee or Trust Administrator, as
applicable, has determined to be nonrecoverable from the Stayed Funds in respect
of which it was made. Notwithstanding the foregoing, the Group II Available
Distribution Amount for any Distribution Date shall be increased (in the case of
an Undercollateralized Loan Group with respect to Loan Group II) or decreased
(in the case of an Overcollateralized Loan Group with respect to Loan Group II)
by any applicable Diverted Interest Amount or Class A Principal Adjustment
Amount, in each case for such Distribution Date.

                  "Group II Excess Diverted Interest Reserve Deposit": An amount
withdrawn from the Excess Diverted Interest Reserve Account equal to the lesser
of (i) the amount on deposit in the Excess Diverted Interest Reserve Account and
(ii) the sum of (a) any interest shortfalls on the Class A-2 Certificates and
(b) the aggregate amount of Realized Losses on the Group II Mortgage Loans on
such Distribution Date.

                  "Group II Mortgage Loan": A first lien adjustable-rate
Mortgage Loan whose next Adjustment Date will occur between 18 and 30 months
following the Closing Date. The Group II Mortgage Loans are identified as such
on the Mortgage Loan Schedule.

                  "Group II Senior Percentage": With respect to any Distribution
Date and the Class A-2 Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class A-2 Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of


                                       16

<PAGE>



the Class A-2 Certificates on such date pursuant to clause (d) of the definition
of "Senior Principal Distribution Amount," and the denominator of which is the
sum of (i) the Scheduled Principal Balance of each of the Group II Mortgage
Loans, plus (ii) the Scheduled Principal Balance of each of the REO Properties
in Loan Group II, in each case before reduction for any Realized Losses on such
Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the Group II Mortgage Loans exceed the Certificate Principal
Balance of the Class A-2 Certificates, the Group II Senior Percentage will equal
the lesser of (i) 100% and (ii) the sum of the Certificate Principal Balance of
the Class A-2 Certificates immediately prior to such Distribution Date plus the
Overcollateralized Amount divided by the Scheduled Principal Balances of the
Group II Mortgage Loans immediately prior to such Distribution Date. On any
Distribution Date after the reduction of the Certificate Principal Balance of
the Class A-1 Certificates, the Class A-3 Certificates and the Class A-4
Certificates to zero, the Group II Senior Percentage will be a percentage equal
to the Certificate Principal Balance of the Class A-2 Certificates immediately
prior to such Distribution Date divided by the Scheduled Principal Balances of
the Mortgage Loans immediately prior to such Distribution Date.

                  "Group II Senior Prepayment Percentage": With respect to any
Distribution Date within the range indicated below, the percentage as indicated
below:


<TABLE>
<CAPTION>
             Distribution Date                                 Senior Prepayment Percentage
             -----------------                                 ----------------------------
<S>                                           <C>
January 2003 through December 2007            100%
January 2008 through December 2008            Group II Senior Percentage, plus 70% of the Group II
                                              Subordinate Percentage
January 2009 through December 2009            Group II Senior Percentage, plus 60% of the Group II
                                              Subordinate Percentage
January 2010 through December 2010            Group II Senior Percentage, plus 40% of the Group II
                                              Subordinate Percentage
January 2011 through December 2011            Group II Senior Percentage, plus 20% of the Group II
                                              Subordinate Percentage
January 2012 and thereafter                   Group II Senior Percentage;
</TABLE>

provided, however, no reduction to the Group II Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage and (b) the provisions of clauses (i) and (ii) of the


                                       17

<PAGE>



immediately preceding paragraph are met, then the Group II Senior Prepayment
Percentage for such Distribution Date will equal 100%, if such Distribution Date
is prior to January 2006, and will equal the Group II Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after January 2006.

                  On any Distribution Date on which the Group II Senior
Percentage exceeds the initial Group II Senior Percentage, the Group II Senior
Prepayment Percentage shall be 100%.

                  "Group II Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group II Senior Percentage.

                  "Group III Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on deposit in the Collection Account and Distribution Account with
respect to the Group III Mortgage Loans as of the close of business on the
related Determination Date, (b) the aggregate of any amounts received in respect
of an REO Property relating to a Group III Mortgage Loan withdrawn from any REO
Account and deposited in the Distribution Account for such Distribution Date
pursuant to Section 3.23, (c) the aggregate of any amounts deposited in the
Distribution Account by the Master Servicer in respect of Prepayment Interest
Shortfalls on the Group III Mortgage Loans for such Distribution Date pursuant
to Section 3.24, (d) the aggregate of any P&I Advances made by the Master
Servicer for such Distribution Date with respect to the Group III Mortgage Loans
pursuant to Section 4.03, (e) the aggregate of any advances made by the Trust
Administrator or the Trustee for such Distribution Date with respect to the
Group III Mortgage Loans pursuant to Section 7.02 and (f) any Group III Excess
Diverted Interest Reserve Deposit, reduced (to not less than zero) by (2) the
sum of (x) the portion of the amount described in clause (1)(a) above that
represents (i) Monthly Payments on the Group III Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments received after
the related Prepayment Period (together with any interest payments received with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Group III Mortgage Loans during a period subsequent to the
related Prepayment Period), (iii) Liquidation Proceeds and Insurance Proceeds
received in respect of the Group III Mortgage Loans after the related Prepayment
Period, (iv) amounts reimbursable or payable with respect to the Group III
Mortgage Loans to the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Seller or any Sub-Servicer pursuant to Section
3.11(a)(ii)-(ix) or Section 3.12 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds with respect to the Group
III Mortgage Loans, (vi) the Administration Fee attributable to the Group III
Mortgage Loans payable from the Distribution Account pursuant to Section 8.05
and (vii) amounts deposited in the Collection Account or the Distribution
Account in error with respect to the Group III Mortgage Loans, and (y) amounts
reimbursable to the Trustee or the Trust Administrator for an advance on any
Group III Mortgage Loan made pursuant to Section 7.02(b), which advance the
Trustee or Trust Administrator, as applicable, has determined to be
nonrecoverable from the Stayed Funds in respect of which it was made.
Notwithstanding the foregoing, the Group III Available Distribution Amount for
any Distribution Date shall be increased (in the case of an Undercollateralized
Loan Group with respect to Loan Group III) or decreased (in the case of an
Overcollateralized Loan Group with respect to Loan Group III) by any applicable
Diverted Interest Amount or Class A Principal Adjustment Amount, in each case
for such Distribution Date.


                                       18

<PAGE>



                  "Group III Excess Diverted Interest Reserve Deposit": An
amount withdrawn from the Excess Diverted Interest Reserve Account equal to the
lesser of (i) the amount on deposit in the Excess Diverted Interest Reserve
Account and (ii) the sum of (a) any interest shortfalls on the Class A-3
Certificates and (b) the aggregate amount of Realized Losses on the Group III
Mortgage Loans on such Distribution Date.

                  "Group III Mortgage Loan": A first lien adjustable-rate
Mortgage Loan whose next Adjustment Date will occur 30 months or more following
the Closing Date. The Group III Mortgage Loans are identified as such on the
Mortgage Loan Schedule.

                  "Group III Senior Percentage": With respect to any
Distribution Date and the Class A-3 Certificates, the lesser of (a) 100% and (b)
a fraction, expressed as a percentage, the numerator of which is the excess, if
any, of the aggregate Certificate Principal Balance of the Class A-3
Certificates for such Distribution Date over the aggregate amount, if any,
payable to the Holders of the Class A-3 Certificates on such date pursuant to
clause (d) of the definition of "Senior Principal Distribution Amount," and the
denominator of which is the sum of (i) the Scheduled Principal Balance of each
of the Group III Mortgage Loans, plus (ii) the Scheduled Principal Balance of
each of the REO Properties in Loan Group III, in each case before reduction for
any Realized Losses on such Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the Group III Mortgage Loans exceed the Certificate Principal
Balance of the Class A-3 Certificates, the Group III Senior Percentage will
equal the lesser of (i) 100% and (ii) the sum of the Certificate Principal
Balance of the Class A-3 Certificates immediately prior to such Distribution
Date plus the Overcollateralized Amount divided by the Scheduled Principal
Balances of the Group III Mortgage Loans immediately prior to such Distribution
Date. On any Distribution Date after the reduction of the Certificate Principal
Balance of the Class A-1 Certificates, the Class A-2 Certificates and the Class
A-4 Certificates to zero, the Group III Senior Percentage will be a percentage
equal to the Certificate Principal Balance of the Class A-3 Certificates
immediately prior to such Distribution Date divided by the Scheduled Principal
Balances of the Mortgage Loans immediately prior to such Distribution Date.

                  "Group III Senior Prepayment Percentage": With respect to any
Distribution Date within the range indicated below, the percentage as indicated
below:


<TABLE>
<CAPTION>
             Distribution Date                                 Senior Prepayment Percentage
             -----------------                                 ----------------------------
<S>                                           <C>
January 2003 through December 2007            100%
January 2008 through December 2008            Group III Senior Percentage, plus 70% of the Group III
                                              Subordinate Percentage
January 2009 through December 2009            Group III Senior Percentage, plus 60% of the Group III
                                              Subordinate Percentage
January 2010 through December 2010            Group III Senior Percentage, plus 40% of the Group III
                                              Subordinate Percentage



                                       19

<PAGE>




January 2011 through December 2011            Group III Senior Percentage, plus 20% of the Group III
                                              Subordinate Percentage
January 2012 and thereafter                   Group III Senior Percentage;
</TABLE>

provided, however, no reduction to the Group III Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage and (b) the provisions of clauses (i) and (ii) of the immediately
preceding paragraph are met, then the Group III Senior Prepayment Percentage for
such Distribution Date will equal 100%, if such Distribution Date is prior to
January 2006, and will equal the Group III Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after January 2006.

                  On any Distribution Date on which the Group III Senior
Percentage exceeds the initial Group III Senior Percentage, the Group III Senior
Prepayment Percentage shall be 100%.

                  "Group III Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group III Senior Percentage.

                  "Group IV Available Distribution Amount": With respect to any
Distribution Date, an amount equal to (1) the sum of (a) the aggregate of the
amounts on deposit in the Collection Account and Distribution Account with
respect to the Group IV Mortgage Loans as of the close of business on the
related Determination Date, (b) the aggregate of any amounts received in respect
of an REO Property relating to a Group IV Mortgage Loan withdrawn from any REO
Account and deposited in the Distribution Account for such Distribution Date
pursuant to Section 3.23, (c) the aggregate of any amounts deposited in the
Distribution Account by the Master Servicer in respect of Prepayment Interest
Shortfalls on the Group IV Mortgage Loans for such Distribution Date pursuant to
Section 3.24, (d) the aggregate of any P&I Advances made by the Master Servicer
for such Distribution Date with respect to the Group IV Mortgage Loans pursuant
to Section 4.03, (e) the aggregate of any advances made by the Trust
Administrator or the Trustee for such Distribution Date with respect to the
Group IV Mortgage Loans pursuant to Section 7.02 and (f) any Group IV Excess
Diverted Interest Reserve Deposit, reduced (to not less than zero) by (2) the
sum of (x) the portion of the amount described in clause (1)(a) above that
represents (i) Monthly Payments on the Group IV Mortgage Loans received from a
Mortgagor on or prior to the Determination Date but due during any Due Period
subsequent to the related Due Period, (ii) Principal Prepayments received after
the related Prepayment Period (together with any interest payments received with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Group IV Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds and Insurance Proceeds received
in respect of the Group IV Mortgage Loans after the related Prepayment


                                       20

<PAGE>



Period, (iv) amounts reimbursable or payable with respect to the Group IV
Mortgage Loans to the Depositor, the Master Servicer, the Trustee, the Trust
Administrator, the Seller or any Sub-Servicer pursuant to Section
3.11(a)(ii)-(ix) or Section 3.12 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds with respect to the Group IV
Mortgage Loans, (vi) the Administration Fee attributable to the Group IV
Mortgage Loans payable from the Distribution Account pursuant to Section 8.05
and (vii) amounts deposited in the Collection Account or the Distribution
Account in error with respect to the Group IV Mortgage Loans, and (y) amounts
reimbursable to the Trustee or the Trust Administrator for an advance on any
Group IV Mortgage Loan made pursuant to Section 7.02(b), which advance the
Trustee or Trust Administrator, as applicable, has determined to be
nonrecoverable from the Stayed Funds in respect of which it was made.
Notwithstanding the foregoing, the Group IV Available Distribution Amount for
any Distribution Date shall be increased (in the case of an Undercollateralized
Loan Group with respect to Loan Group IV) or decreased (in the case of an
Overcollateralized Loan Group with respect to Loan Group IV) by any applicable
Diverted Interest Amount or Class A Principal Adjustment Amount, in each case
for such Distribution Date.

                  "Group IV Excess Diverted Interest Reserve Deposit": An amount
withdrawn from the Excess Diverted Interest Reserve Account equal to the lesser
of (i) the amount on deposit in the Excess Diverted Interest Reserve Account and
(ii) the sum of (a) any interest shortfalls on the Class A-4 Certificates and
(b) the aggregate amount of Realized Losses on the Group IV Mortgage Loans on
such Distribution Date.

                  "Group IV Mortgage Loan": A first lien adjustable-rate
Mortgage Loan whose Mortgage Rate will be adjusted on each Adjustment Date to
equal the sum of (i) the sum of the related Index and the related Gross Margin
and (ii) a fixed rate component as set forth in the related Mortgage Note
divided by 2. The Group IV Mortgage Loans are identified as such on the Mortgage
Loan Schedule.

                  "Group IV Senior Percentage": With respect to any Distribution
Date and the Class A-4 Certificates, the lesser of (a) 100% and (b) a fraction,
expressed as a percentage, the numerator of which is the excess, if any, of the
aggregate Certificate Principal Balance of the Class A-4 Certificates for such
Distribution Date over the aggregate amount, if any, payable to the Holders of
the Class A-4 Certificates on such date pursuant to clause (d) of the definition
of "Senior Principal Distribution Amount," and the denominator of which is the
sum of (i) the Scheduled Principal Balance of each of the Group IV Mortgage
Loans, plus (ii) the Scheduled Principal Balance of each of the REO Properties
in Loan Group IV, in each case before reduction for any Realized Losses on such
Distribution Date.

                  Notwithstanding the foregoing, on any Cross-Collateralization
Date on which the Group IV Mortgage Loans exceed the Certificate Principal
Balance of the Class A-4 Certificates, the Group IV Senior Percentage will equal
the lesser of (i) 100% and (ii) the sum of the Certificate Principal Balance of
the Class A-4 Certificates immediately prior to such Distribution Date plus the
Overcollateralized Amount divided by the Scheduled Principal Balances of the
Group IV Mortgage Loans immediately prior to such Distribution Date. On any
Distribution Date after the reduction of the Certificate Principal Balance of
the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates to zero, the Group IV Senior Percentage will be a percentage equal
to the


                                       21

<PAGE>



Certificate Principal Balance of the Class A-4 Certificates immediately prior to
such Distribution Date divided by the Scheduled Principal Balances of the
Mortgage Loans immediately prior to such Distribution Date.

                  "Group IV Senior Prepayment Percentage": With respect to any
Distribution Date within the range indicated below, the percentage as indicated
below:


<TABLE>
<CAPTION>
             Distribution Date                                 Senior Prepayment Percentage
             -----------------                                 ----------------------------
<S>                                           <C>
January 2003 through December 2007            100%
January 2008 through December 2008            Group IV Senior Percentage, plus 70% of the Group IV
                                              Subordinate Percentage
January 2009 through December 2009            Group IV Senior Percentage, plus 60% of the Group IV
                                              Subordinate Percentage
January 2010 through December 2010            Group IV Senior Percentage, plus 40% of the Group IV
                                              Subordinate Percentage
January 2011 through December 2011            Group IV Senior Percentage, plus 20% of the Group IV
                                              Subordinate Percentage
January 2012 and thereafter                   Group IV Senior Percentage;
</TABLE>

provided, however, no reduction to the Group IV Senior Prepayment Percentage
described above shall be made as of any Distribution Date unless (i) the
outstanding principal balance of the Mortgage Loans delinquent 60 days or more
(including REO Properties and Mortgage Loans in foreclosure) averaged over the
last six months does not exceed 50% of the sum of the then current Certificate
Principal Balances of the Subordinate Certificates and (ii) Realized Losses on
the Mortgage Loans to date are less than the then applicable Trigger Amount.

                  Notwithstanding the above, if on any Distribution Date (a) the
Subordinate Percentage, prior to giving effect to any distributions on such
Distribution Date, equals or exceeds two times the initial Subordinate
Percentage and (b) the provisions of clauses (i) and (ii) of the immediately
preceding paragraph are met, then the Group IV Senior Prepayment Percentage for
such Distribution Date will equal 100%, if such Distribution Date is prior to
January 2006, and will equal the Group IV Senior Percentage for such
Distribution Date, if such Distribution Date occurs on or after January 2006.

                  On any Distribution Date on which the Group IV Senior
Percentage exceeds the initial Group IV Senior Percentage, the Group IV Senior
Prepayment Percentage shall be 100%.

                  "Group IV Subordinate Percentage": With respect to the
Subordinate Certificates and any Distribution Date, a percentage equal to 100%
minus the Group IV Senior Percentage.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Master
Servicer and their respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the


                                       22

<PAGE>



Depositor, the Master Servicer or any Affiliate thereof, and (c) is not
connected with the Depositor, the Master Servicer or any Affiliate thereof as an
officer, employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions; provided, however, that a Person shall not fail to
be Independent of the Depositor, the Master Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the case may be.

                  "Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with respect to
REMIC I within the meaning of Section 856(d)(3) of the Code if REMIC I were a
real estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as REMIC I does
not receive or derive any income from such Person and provided that the
relationship between such Person and REMIC I is at arm's length, all within the
meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person
(including the Master Servicer) if the Trustee and the Trust Administrator have
received an Opinion of Counsel to the effect that the taking of any action in
respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of
the Code), or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property.

                  "Index": With respect to any Mortgage Loan, the index for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

                  "Initial Periodic Rate Cap": With respect to each Mortgage
Loan, the maximum increase or decrease in the Mortgage Rate on the first
Adjustment Date as provided in the related Mortgage Note.

                  "Insurance Proceeds": Proceeds of any Primary Mortgage
Insurance Policy, title policy, hazard policy or other insurance policy covering
a Mortgage Loan, to the extent such proceeds are not to be applied to the
restoration of the related Mortgaged Property or released to the Mortgagor in
accordance with the procedures that the Master Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and
conditions of the related Mortgage Note and Mortgage.

                  "Interest Accrual Period": With respect to any Distribution
Date and any Class of Regular Certificates, the one-month period ending on the
last day of the calendar month preceding the month in which such Distribution
Date occurs.

                  "Interest Distribution Amount": With respect to any Class of
Regular Certificates for any Distribution Date, an amount equal to one month's
interest accrued during the most recently ended Interest Accrual Period at the
applicable Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. The Interest Distribution Amount
for any Class of Regular Certificates (a) will also include, in the case of any
Distribution Date subsequent to the initial Distribution Date, the excess, if
any, of the Interest Distribution Amount in


                                       23

<PAGE>



respect of such Class of Certificates for the immediately preceding Distribution
Date, over the aggregate distributions of interest made in respect of such Class
of Certificates pursuant to Section 4.01(a)(1) on such immediately preceding
Distribution Date and (b) will be reduced, in the case of any Distribution Date,
by the amount of any Prepayment Interest Shortfalls (to the extent not covered
by payments by the Master Servicer pursuant to Section 3.24) and Relief Act
Interest Shortfalls that were allocated to such Certificates on such
Distribution Date pursuant to Section 1.02. The Interest Distribution Amount for
any Class of Certificates will be based on a 360 day year consisting of twelve
30 day Interest Accrual Periods.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the Determination Date immediately following any
Due Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Liquidation Proceeds or otherwise, which represent late payments or
collections of principal and/or interest due (without regard to any acceleration
of payments under the related Mortgage and Mortgage Note) but delinquent for
such Due Period and not previously recovered.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from REMIC I by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 9.01.
With respect to any REO Property, either of the following events: (i) a Final
Recovery Determination is made as to such REO Property; or (ii) such REO
Property is removed from REMIC I by reason of its being purchased pursuant to
Section 9.01.

                  "Liquidation Proceeds": The amount (including any Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Master Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure sale or otherwise, or (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section
9.01.

                  "Loan Group": Any of Loan Group I, Loan Group II, Loan Group
III or Loan Group IV.

                  "Loan Group I": The Loan Group consisting of the Group I
Mortgage Loans. With respect to the Class A-1 Certificates, Loan Group I is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.

                  "Loan Group II": The Loan Group consisting of the Group II
Mortgage Loans. With respect to the Class A-2 Certificates, Loan Group II is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.



                                       24

<PAGE>



                  "Loan Group III": The Loan Group consisting of the Group III
Mortgage Loans. With respect to the Class A-3 Certificates, Loan Group III is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.

                  "Loan Group IV": The Loan Group consisting of the Group IV
Mortgage Loans. With respect to the Class A-4 Certificates, Loan Group IV is
sometimes referred to herein as the related Loan Group and the Mortgage Loans in
such Loan Group are sometimes referred to herein as the related Mortgage Loans.

                  "Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at such date and the denominator of which
is the Value of the related Mortgaged Property.

                  "Master Servicer": Sovereign Bank or any successor master
servicer appointed as herein provided, in its capacity as Master Servicer
hereunder.

                  "Master Servicer Event of Default": One or more of the events
described in Section 7.01.

                  "Master Servicer Remittance Date": With respect to any
Distribution Date, 3:00 p.m. New York time on the Business Day preceding the
Distribution Date.

                  "Maximum Mortgage Rate": With respect to each Mortgage Loan,
the percentage set forth in the related Mortgage Note as the maximum Mortgage
Rate thereunder.

                  "Minimum Mortgage Rate": With respect to each Mortgage Loan,
the percentage set forth in the related Mortgage Note as the minimum Mortgage
Rate thereunder.

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.07; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.

                  "Moody's": Moody's Investors Service, Inc., or its successor
in interest.

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority security interest in, a Mortgaged
Property securing a Mortgage Note.

                  "Mortgage File": The mortgage documents listed in Section 2.01
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to this Agreement.


                                       25

<PAGE>



                  "Mortgage Loan": Each mortgage loan transferred and assigned
to the Trustee pursuant to Section 2.01 or Section 2.03(d) of this Agreement, as
from time to time held as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.

                  "Mortgage Loan Purchase Agreement": The agreement between the
Depositor and the Seller regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in the form of
Exhibit D annexed hereto.

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC I on such date, attached hereto as Schedule 1. The
Mortgage Loan Schedule shall set forth the following information with respect to
each Mortgage Loan:

                  (i)      the Master Servicer's Mortgage Loan identifying
                           number;

                  (ii)     the Mortgagor's name;

                  (iii)    the street address of the Mortgaged Property
                           including the state and zip code;

                  (iv)     a code indicating whether the Mortgaged Property is
                           owner-occupied;

                  (v)      the type of Residential Dwelling constituting the
                           Mortgaged Property;

                  (vi)     the original months to maturity;

                  (vii)    the original date of the mortgage;

                  (viii)   the Loan-to-Value Ratio at origination;

                  (ix)     the Mortgage Rate in effect immediately following the
                           Cut-off Date;

                  (x)      the date on which the first Monthly Payment was due
                           on the Mortgage Loan;

                  (xi)     the stated maturity date;

                  (xii)    the amount of the Monthly Payment as of the Cut-off
                           Date;

                  (xiii)   the last Due Date on which a Monthly Payment was
                           actually applied to the unpaid Stated Principal
                           Balance;

                  (xiv)    the original principal amount of the Mortgage Loan;

                  (xv)     the Scheduled Principal Balance of the Mortgage Loan
                           as of the close of business on the Cut-off Date;

                  (xvi)    a code indicating the purpose of the Mortgage Loan
                           (i.e., purchase financing, Rate/Term Refinancing,
                           Cash-Out Refinancing);


                                       26

<PAGE>



                  (xvii)   a code indicating the documentation style (i.e., full
                           documentation or no documentation);

                  (xviii)  the Value of the Mortgaged Property;

                  (xix)    the actual unpaid principal balance of the Mortgage
                           Loan as of the Cut-off Date;

                  (xx)     the Gross Margin, the Maximum Mortgage Rate, the
                           Minimum Mortgage Rate, the Initial Periodic Rate Cap
                           and the Periodic Rate Cap and the next Adjustment
                           Date following the Cut-off Date;

                  (xxi)    a code indicating if the Mortgage Loan is subject to
                           a Primary Mortgage Insurance Policy; and

                  (xxii)   the Loan Group.

                  The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans in the aggregate as of the
Cut-off Date: (1) the number of Mortgage Loans; (2) the current principal
balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; (4) the weighted average maturity of the Mortgage Loans; (5) the
Scheduled Principal Balance of the Mortgage Loans as of the close of business on
the Cut-off Date (not taking into account any Principal Prepayments received on
the Cut-off Date); and (6) the amount of the Monthly Payment as of the Cut-off
Date. The Seller shall amend the Mortgage Loan Schedule or cause the Mortgage
Loan Schedule to be amended from time to time in accordance with the provisions
of this Agreement. With respect to any Qualified Substitute Mortgage Loan,
Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
determined in accordance with the definition of Cut-off Date herein.

                  "Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan, which may, subject to
Section 2.01, be in the form of a lost note affidavit.

                  "Mortgage Pool": The pool of Mortgage Loans, consisting of
Loan Group I, Loan Group II, Loan Group III and Loan Group IV, identified on
Schedule 1, as amended, from time to time and any REO Properties acquired in
respect thereof.

                  "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, without regard to
any reduction thereof as a result of a Debt Service Reduction or operation of
the Relief Act, which rate (A) as of any date of determination until the first
Adjustment Date following the Cut-off Date shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted on the most recent Adjustment Date equal to the sum, rounded as
provided in the Mortgage Note, of the Index, as most recently available as of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related


                                       27

<PAGE>



Gross Margin; provided that the Mortgage Rate on such Mortgage Loan on any
Adjustment Date shall never be more than the lesser of (i) the sum of the
Mortgage Rate in effect immediately prior to the Adjustment Date plus the
related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
and shall never be less than the greater of (i) the Mortgage Rate in effect
immediately prior to the Adjustment Date less the Periodic Rate Cap, if any, and
(ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan that
becomes an REO Property, as of any date of determination, the annual rate
determined in accordance with the immediately preceding sentence as of the date
such Mortgage Loan became an REO Property.

                  "Mortgaged Property": The underlying property securing a
Mortgage Loan, including any REO Property, consisting of an Estate in Real
Property improved by a Residential Dwelling.

                  "Mortgagor":  The obligor on a Mortgage Note.

                  "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 then applicable Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.

                  "New Lease": Any lease of REO Property entered into on behalf
of REMIC I, including any lease renewed or extended on behalf of REMIC I, if
REMIC I has the right to renegotiate the terms of such lease.

                  "Nonrecoverable P&I Advance": Any P&I Advance previously made
or proposed to be made in respect of a Mortgage Loan or REO Property that, in
the good faith business judgment of the Master Servicer, will not or, in the
case of a proposed P&I Advance, would not be ultimately recoverable from related
late payments, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan
or REO Property as provided herein.

                  "Non-United States Person": Any Person other than a United
States Person.

                  "Officers' Certificate": A certificate signed by the Chairman
of the Board, the Vice Chairman of the Board, the President or a vice president
(however denominated), and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Seller or the Depositor, as
applicable; with respect to the Master Servicer, any officer who is authorized
to act for the Master Servicer in matters relating to this Agreement, and whose
action is binding upon the Master Servicer, initially including those
individuals whose names appear on the list of authorized officers delivered at
the closing.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the Master
Servicer, acceptable to the Trustee, if such opinion is delivered to the
Trustee, or acceptable to the Trust Administrator, if such opinion is delivered
to the Trust Administrator, except that any opinion of counsel relating to (a)
the qualification of either REMIC I and REMIC II as a REMIC or (b) compliance
with the REMIC Provisions must be an opinion of Independent counsel.



                                       28

<PAGE>



                  "Original Group I Mortgage Loan": Any of the Mortgage Loans
included in Loan Group I as of the Closing Date.

                  "Original Group II Mortgage Loan": Any of the Mortgage Loans
included in Loan Group II as of the Closing Date.

                  "Original Group III Mortgage Loan": Any of the Mortgage Loans
included in Loan Group III as of the Closing Date.

                  "Original Group IV Mortgage Loan": Any of the Mortgage Loans
included in Loan Group IV as of the Closing Date.

                  "Overcollateralized Amount": As to any Distribution Date, an
amount equal to the Undercollateralized Amount for the unrelated Class or
Classes of Class A Certificates.

                  "Overcollateralized Loan Group": As to any Distribution Date,
any Loan Group for which an Overcollateralized Amount greater than zero is
calculated.

                  "Ownership Interest": As to any Certificate, any ownership or
security interest in such Certificate, including any interest in such
Certificate as the Holder thereof and any other interest therein, whether direct
or indirect, legal or beneficial, as owner or as pledgee.

                  "Pass-Through Rate": With respect to the Class A-1
Certificates and any Distribution Date, a rate per annum equal to the weighted
average of the Expense Adjusted Mortgage Rates of the Group I Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date; provided, however, for federal income tax purposes, such
Certificates will bear interest at a rate equivalent to the foregoing, expressed
as the weighted average of the REMIC I Remittance Rate on REMIC I Regular
Interest LT-1A, weighted on the basis of such REMIC I Regular Interest's
Uncertificated Balance.

                  With respect to the Class A-2 Certificates and any
Distribution Date, a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date; provided,
however, for federal income tax purposes, such Certificates will bear interest
at a rate equivalent to the foregoing, expressed as the weighted average of the
REMIC I Remittance Rate on REMIC I Regular Interest LT-2A, weighted on the basis
of such REMIC I Regular Interest's Uncertificated Balance.

                  With respect to the Class A-3 Certificates and any
Distribution Date, a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group III Mortgage Loans, weighted on the basis
of the outstanding Stated Principal Balances of the Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date; provided,
however, for federal income tax purposes, such Certificates will bear interest
at a rate equivalent to the foregoing, expressed as the weighted average of the
REMIC I Remittance Rate on REMIC I Regular Interest LT-3A, weighted on the basis
of such REMIC I Regular Interest's Uncertificated Balance.


                                       29

<PAGE>



                  With respect to the Class A-4 Certificates and any
Distribution Date, a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Group IV Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date; provided,
however, for federal income tax purposes, such Certificates will bear interest
at a rate equivalent to the foregoing, expressed as the weighted average of the
REMIC I Remittance Rate on REMIC I Regular Interest LT-4A, weighted on the basis
of such REMIC I Regular Interest's Uncertificated Balance.

                  With respect to the Subordinate Certificates and any
Distribution Date, a rate per annum equal to the weighted average of the
Pass-Through Rates on the Class A Certificates, weighted on the basis of the
outstanding Stated Principal Balances of the Mortgage Loans less the Certificate
Principal Balance of the Class A Certificates as of the first day of the month
preceding the month of such Distribution Date; provided, however, for federal
income tax purposes, such Certificates will bear interest at a rate equivalent
to the foregoing, expressed as the weighted average of the REMIC I Remittance
Rates on REMIC I Regular Interest LT-1B, REMIC I Regular Interest LT-2B, REMIC I
Regular Interest LT-3B and REMIC I Regular Interest LT-4B, weighted on the basis
of each such REMIC I Regular Interest's Uncertificated Balance.

                  "Periodic Rate Cap": With respect to each Mortgage Loan and
any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Rate for such
Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage
Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage
Rate in effect immediately prior to such Adjustment Date.

                  "Percentage Interest": With respect to a Certificate and the
related Class, a fraction, expressed as a percentage, the numerator of which is
the initial Certificate Principal Balance represented by such Certificate, and
the denominator of which is the initial aggregate Certificate Principal Balance
of all of the Certificates of such Class. The Certificates are issuable only in
Percentage Interests corresponding to initial Certificate Principal Balances or
Notional Amounts of $100,000 and integral multiples of $1.00 in excess thereof;
provided, however, that a single Certificate of each such Class of Certificates
may be issued having a Percentage Interest corresponding to the remainder of the
aggregate initial Certificate Principal Balance of such Class or to an otherwise
authorized denomination for such Class plus such remainder. The Residual
Certificates are issuable only in Percentage Interests of 20% and multiples
thereof.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the Trustee,
the Trust Administrator or any of their respective Affiliates:

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof, provided such obligations are
         backed by the full faith and credit of the United States;

                  (ii) demand and time deposits in, certificates of deposit of,
         or bankers' acceptances (which shall each have an original maturity of
         not more than 90 days and, in the case of bankers' acceptances, shall
         in no event have an original maturity of more than 365


                                       30

<PAGE>



         days or a remaining maturity of more than 30 days) denominated in
         United States dollars and issued by, any Depository Institution;

                  (iii) repurchase obligations with respect to any security
         described in clause (i) above entered into with a Depository
         Institution (acting as principal);

                  (iv) securities bearing interest or sold at a discount that
         are issued by any corporation incorporated under the laws of the United
         States of America or any state thereof and that are rated by the Rating
         Agencies in its highest long-term unsecured rating category at the time
         of such investment or contractual commitment providing for such
         investment;

                  (v) commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on demand
         or on a specified date not more than 30 days after the date of
         acquisition thereof) that is rated by the Rating Agencies in its
         highest short-term unsecured debt rating available at the time of such
         investment;

                  (vi) units of money market funds, including money market funds
         advised by the Trust Administrator or an Affiliate thereof, that have
         been rated "AAA" by S&P, "AAA" by Fitch and "Aaa" by Moody's; and

                  (vii) if previously confirmed in writing to the Trustee and
         the Trust Administrator, any other demand, money market or time
         deposit, or any other obligation, security or investment, as may be
         acceptable to the Rating Agencies as a permitted investment of funds
         backing securities having ratings equivalent to its highest initial
         rating of the Class A Certificates;

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

                  "Permitted Transferee": Any Transferee of a Residual
Certificate other than a Disqualified Organization or Non-United States Person.

                  "Person": Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  "P&I Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer in respect of any Distribution Date pursuant
to Section 4.03.

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such


                                       31

<PAGE>



plans, accounts or arrangements are invested, that are subject to ERISA and
Section 4975 of the Code.

                  "Prepayment Assumption": A prepayment rate for the Mortgage
Loans of 40% CPR. The Prepayment Assumption is used solely for determining the
accrual of original issue discount on the Certificates for federal income tax
purposes. A CPR (or Constant Prepayment Rate) represents an annualized constant
assumed rate of prepayment each month of a pool of mortgage loans relative to
its outstanding principal balance for the life of such pool.

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was, during the related
Prepayment Period, the subject of a Principal Prepayment in full or in part that
was applied by the Master Servicer to reduce the outstanding principal balance
of such loan on a date preceding the Due Date in the succeeding Prepayment
Period, an amount equal to interest at the applicable Net Mortgage Rate on the
amount of such Principal Prepayment for the number of days commencing on the
date on which the prepayment is applied and ending on the last day of the
related Prepayment Period. The obligations of the Master Servicer in respect of
any Prepayment Interest Shortfall are set forth in Section 3.24.

                  "Prepayment Period": With respect to any Distribution Date,
the calendar month preceding the calendar month in which such Distribution Date
occurs.

                  "Primary Mortgage Insurance Policy": Each primary policy of
mortgage guaranty insurance in effect as represented in the Mortgage Loan
Purchase Agreement and as so indicated on the Mortgage Loan Schedule, or any
replacement policy therefor obtained by the Master Servicer or any Sub-Servicer
pursuant to Section 3.13. Any Mortgage Loan which has a Primary Mortgage
Insurance Policy is set forth on Schedule 2 attached hereto.

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.

                  "Private Certificates": As defined in Section 5.02(b).

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, Section
3.01, Section 3.16(c) or Section 9.01, and as confirmed by an Officers'
Certificate from the Master Servicer to the Trustee and the Trust Administrator,
an amount equal to the sum of: (i) 100% of the Stated Principal Balance thereof
as of the date of purchase (or such other price as provided in Section 9.01),
(ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated
Principal Balance at the applicable Net Mortgage Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Master Servicer, which payment or advance had as
of the date of purchase been distributed pursuant to Section 4.01, through the
end of the calendar month in which the purchase is to be effected, and (y) an
REO Property, the sum of (1) accrued interest on such Stated Principal Balance
at the applicable Net Mortgage Rate in effect from time to time from the Due
Date as to which interest was last covered by a payment by the Mortgagor or


                                       32

<PAGE>



an advance by the Master Servicer through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
month commencing with the calendar month in which such REO Property was acquired
and ending with the calendar month in which such purchase is to be effected,
minus the total of all net rental income, Insurance Proceeds, Liquidation
Proceeds and P&I Advances that as of the date of purchase had been distributed
as or to cover REO Imputed Interest pursuant to Section 4.01; (iii) any
unreimbursed Servicing Advances and P&I Advances and any unpaid Servicing Fees
allocable to such Mortgage Loan or REO Property; (iv) any amounts previously
withdrawn from the Collection Account in respect of such Mortgage Loan or REO
Property pursuant to Sections 3.11(a)(ix) and Section 3.16(b); and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
expenses reasonably incurred or to be incurred by the Master Servicer or the
Trustee or the Trust Administrator in respect of the breach or defect giving
rise to the purchase obligation.

                  "Qualified Insurer": Any insurer which meets the requirements
of Fannie Mae and Freddie Mac.

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Scheduled
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate
not less than (and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) have a Maximum Mortgage Rate not less
than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) have a Minimum
Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) have a Gross Margin equal to the Gross Margin of the Deleted Mortgage
Loan, (vi) have a next Adjustment Date not more than two months later than the
next Adjustment Date on the Deleted Mortgage Loan, (vii) be covered under a
Primary Mortgage Insurance Policy if such Qualified Substitute Mortgage Loan has
a Loan-to-Value Ratio in excess of 80% and the Deleted Mortgage Loan was covered
by a Primary Mortgage Insurance Policy, (viii) have a remaining term to maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan, (ix) have the same Due Date as the Due Date on the Deleted
Mortgage Loan, (x) have a Loan-to-Value Ratio as of the date of substitution
equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
of such date, (xi) [intentionally omitted]; and (xii) conform to each
representation and warranty set forth in Section 6 of the Mortgage Loan Purchase
Agreement applicable to the Deleted Mortgage Loan. In the event that one or more
mortgage loans are substituted for one or more Deleted Mortgage Loans, the
amounts described in clause (i) hereof shall be determined on the basis of
aggregate principal balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the terms
described in clause (viii) shall be determined on the basis of weighted average
remaining terms to maturity, the Loan-to-Value Ratios described in clause (x)
hereof shall be satisfied as to each such mortgage loan and, except to the
extent otherwise provided in this sentence, the representations and warranties
described in clause (xii) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be.



                                       33

<PAGE>



                  "Rate/Term Refinancing": A Refinanced Mortgage Loan, the
proceeds of which are not in excess of the existing first mortgage loan on the
related Mortgaged Property and related closing costs, and were used exclusively
to satisfy the then existing first mortgage loan of the Mortgagor on the related
Mortgaged Property and to pay related closing costs.

                  "Rating Agencies": S&P, Fitch and Moody's or their successors.
If such agencies or their successors are no longer in existence, the "Rating
Agencies" shall be such nationally recognized statistical rating agencies, or
other comparable Persons, designated by the Depositor, written notice of which
designation shall be given to the Trustee, the Trust Administrator and the
Master Servicer.

                  "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid principal balance of such Mortgage Loan as of the
commencement of the calendar month in which the Final Recovery Determination was
made, plus (ii) accrued interest from the Due Date as to which interest was last
paid by the Mortgagor through the end of the calendar month in which such Final
Recovery Determination was made, calculated in the case of each calendar month
during such period (A) at an annual rate equal to the annual rate at which
interest was then accruing on such Mortgage Loan and (B) on a principal amount
equal to the Stated Principal Balance of such Mortgage Loan as of the close of
business on the Distribution Date during such calendar month, plus (iii) any
amounts previously withdrawn from the Collection Account in respect of such
Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus (iv)
the proceeds, if any, received in respect of such Mortgage Loan prior to the
date such Final Recovery Determination was made, net of amounts that are payable
therefrom to the Master Servicer with respect to such Mortgage Loan pursuant to
Section 3.11(a)(iii)(A) and (B).

                  With respect to any REO Property as to which a Final Recovery
Determination has been made an amount (not less than zero) equal to (i) the
unpaid principal balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of either REMIC I or REMIC II, plus
(ii) accrued interest from the Due Date as to which interest was last paid by
the Mortgagor in respect of the related Mortgage Loan through the calendar month
in which such Final Recovery Determination was made, calculated in the case of
each calendar month during such period (A) at an annual rate equal to the annual
rate at which interest was then accruing on the related Mortgage Loan and (B) on
a principal amount equal to the Stated Principal Balance of the related Mortgage
Loan as of the close of business on the Distribution Date during such calendar
month, plus (iii) any amounts previously withdrawn from the Collection Account
in respect of the related Mortgage Loan pursuant to Section 3.11(a)(ix) and
Section 3.16(b), minus (iv) the aggregate of all P&I Advances and Servicing
Advances made by the Master Servicer in respect of such REO Property or the
related Mortgage Loan and any unpaid Servicing Fees for which the Master
Servicer has been or, in connection with such Final Recovery Determination, will
be reimbursed pursuant to Section 3.11(a)(iii)(A) or (B) or Section 3.23 out of
rental income, Insurance Proceeds and Liquidation Proceeds received in respect
of such REO Property, minus (v) the total of all net rental income, Insurance
Proceeds and Liquidation Proceeds received in respect of such REO Property that
has been, or in connection with such Final Recovery Determination, will be
transferred to the Distribution Account pursuant to Section 3.23.



                                       34

<PAGE>



                  With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation.

                  With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction. Each such Realized Loss shall be
deemed to have been incurred on the Due Date for each affected Monthly Payment.

                  "Record Date": With respect to each Distribution Date and any
Certificate, the last Business Day of the month immediately preceding the month
in which such Distribution Date occurs.

                  "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.

                  "Regular Certificate": Any Class A Certificate or Subordinate
Certificate.

                  "Regular Interest": A "regular interest" in a REMIC within the
meaning of Section 860G(a)(1) of the Code.

                  "Relief Act": The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.

                  "Relief Act Interest Shortfall": With respect to any
Distribution Date and any Mortgage Loan, any reduction in the amount of interest
collectible on such Mortgage Loan for the most recently ended calendar month as
a result of the application of the Relief Act.

                  "REMIC": A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.

                  "REMIC I": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to which a REMIC election is to be made, consisting of: (i) such
Mortgage Loans as from time to time are subject to this Agreement, together with
the Mortgage Files relating thereto, and together with all collections thereon
and proceeds thereof; (ii) any REO Property, together with all collections
thereon and proceeds thereof; (iii) the Trustee's rights with respect to the
Mortgage Loans under all insurance policies required to be maintained pursuant
to this Agreement and any proceeds thereof; (iv) the Depositor's rights under
the Mortgage Loan Purchase Agreement (including any security interests created
thereby and excluding Section 17 thereof); and (v) the Collection Account, the
Distribution Account and any REO Account and such assets that are deposited
therein from time to time and any investments thereof, together with any and all
income, proceeds and payments with respect thereto. Notwithstanding the
foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date.



                                       35

<PAGE>



                  "REMIC I Regular Interests": The REMIC I Regular Interests, as
defined in the Preliminary Statement.

                  "REMIC I Remittance Rate": With respect to REMIC I Regular
Interest LT-1A, REMIC I Regular Interest LT-2A, REMIC I Regular Interest LT-3A,
REMIC I Regular Interest LT- 4A and REMIC I Regular Interest LT-ZZ and any
Distribution Date, a rate per annum equal to the weighted average of the Expense
Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis of the
outstanding Stated Principal Balances of the Mortgage Loans as of the first day
of the month preceding the month of such Distribution Date. With respect to
REMIC I Regular Interest LT- 1B, REMIC I Regular Interest LT-2B, REMIC I Regular
Interest LT-3B and REMIC I Regular Interest LT-4B and any Distribution Date, a
rate per annum equal to the weighted average of the Expense Adjusted Mortgage
Rates of the Group I Mortgage Loans, Group II Mortgage Loans, Group III Mortgage
Loans and Group IV Mortgage Loans, respectively, weighted on the basis of the
outstanding Stated Principal Balances of the Mortgage Loans as of the first day
of the month preceding the month of such Distribution Date.

                  "REMIC I Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each of the REMIC I Regular Interests ending with the
designation "A," equal to the ratio among, with respect to each such REMIC I
Regular Interest, the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the current Principal
Balance of the Class A Certificates in the related Loan Group.

                  "REMIC II": That group of assets contained in the Trust Fund
designated as a REMIC consisting of the REMIC I Regular Interests.

                  "REMIC Provisions": Provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Section
860A through 860G of the Code, and related provisions, and proposed, temporary
and final regulations and published rulings, notices and announcements
promulgated thereunder, as the foregoing may be in effect from time to time.

                  "Remittance Report": A report in form and substance acceptable
to the Trust Administrator prepared by the Master Servicer pursuant to Section
4.03 with such reasonable additions, deletions and modifications as agreed to by
the Trust Administrator and the Master Servicer.

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."

                  "REO Account": The account or accounts maintained by the
Master Servicer in respect of an REO Property pursuant to Section 3.23.

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of either REMIC I.



                                       36

<PAGE>



                  "REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of REMIC I,
30 days' interest at the applicable Net Mortgage Rate on the Stated Principal
Balance of such REO Property (or, in the case of the first such calendar month,
of the related Mortgage Loan if appropriate) as of the close of business on the
Distribution Date in such calendar month.

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
9.01 that is allocable to such REO Property) or otherwise, net of any portion of
such amounts (i) payable pursuant to Section 3.23(c) in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Master Servicer pursuant to Section 3.23(d) for unpaid
Servicing Fees in respect of the related Mortgage Loan and unreimbursed
Servicing Advances and P&I Advances in respect of such REO Property or the
related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO
Property for such calendar month.

                  "REO Property": A Mortgaged Property acquired by the Master
Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.23.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit E-1 or Exhibit E-2 attached hereto.

                  "Residential Dwelling": Any one of the following: (i) an
attached or detached one- family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium
project, or (iv) a detached one-family dwelling in a planned unit development,
none of which is a co-operative, mobile or manufactured home (as defined in 42
United States Code, Section 5402(6)).

                  "Residual Certificate":  Any one of the Class R Certificates.

                  "Residual Interest": The sole class of "residual interests" in
a REMIC within the meaning of Section 860G(a)(2) of the Code.

                  "Responsible Officer": When used with respect to the Trustee
or the Trust Administrator, the President, any vice president, any assistant
vice president, the Secretary, any assistant secretary, the Treasurer, any
assistant treasurer, any trust officer or assistant trust officer, the
Controller and any assistant controller or any other officer of the Trustee or
the Trust Administrator, as the case may be, customarily performing functions
similar to those performed by any of the above designated officers and, with
respect to a particular matter, to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject.

                  "Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding principal balance of such
Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any


                                       37

<PAGE>



Due Date subsequent to the Cut-off Date up to and including the Due Date in the
calendar month in which a Liquidation Event occurs with respect to such Mortgage
Loan, the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off
Date, minus the sum of (i) the principal portion of each Monthly Payment due on
or before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Trust
Fund up to and including the Due Date in the calendar month in which a
Liquidation Event occurs with respect to such REO Property, an amount (not less
than zero) equal to the Scheduled Principal Balance of the related Mortgage Loan
as of the Due Date in the calendar month in which such REO Property was
acquired, minus the aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.

                  "Seller": Sovereign Bank, or its successor in interest, in its
capacity as seller under the Mortgage Loan Purchase Agreement.

                  "Senior Interest Distribution Amount": With respect to any
Distribution Date, an amount equal to the aggregate of the Interest Distribution
Amounts for such Distribution Date for each Class of Class A Certificates.

                  "Senior Percentage": The Group I Senior Percentage, the Group
II Senior Percentage, the Group III Senior Percentage or the Group IV Senior
Percentage, as the context requires.

                  "Senior Prepayment Percentage": The Group I Senior Prepayment
Percentage, the Group II Senior Prepayment Percentage, the Group III Senior
Prepayment Percentage or the Group IV Senior Prepayment Percentage, as the
context requires.

                  "Senior Principal Distribution Amount": For any Distribution
Date and any Class of Class A Certificates, an amount equal to the sum of:

                  (a) the product of (x) the then-applicable related Senior
         Percentage and (y) the sum of the following:

                           (i) the aggregate of the principal portions of all
                  Monthly Payments due during the related Due Period in respect
                  of the Mortgage Loans whether or not received;


                                       38

<PAGE>



                           (ii) the principal portion of all Insurance Proceeds
                  and Liquidation Proceeds (other than amounts described in
                  clause (c) below) received in respect of the related Mortgage
                  Loans during the related Prepayment Period (other than any
                  such related Mortgage Loan that was purchased, sold or
                  replaced pursuant to or as contemplated by Section 2.03,
                  Section 3.16(c) or Section 9.01 during the related Prepayment
                  Period), net of any portion thereof that represents a recovery
                  of principal for which an advance was made by the Master
                  Servicer pursuant to Section 4.03 in respect of a preceding
                  Distribution Date;

                           (iii) the Stated Principal Balance (calculated
                  immediately prior to such Distribution Date) of each related
                  Mortgage Loan that was purchased, sold or replaced pursuant to
                  or as contemplated by Section 2.03, Section 3.16(c) or Section
                  9.01 during the related Prepayment Period;

                           (iv) all REO Principal Amortization collected in
                  respect of any REO Property in respect of a related Mortgage
                  Loan during the related Prepayment Period; and

                           (v) in connection with the substitution of one or
                  more Qualified Substitute Mortgage Loans for one or more
                  Deleted Mortgage Loans in the related Loan Group pursuant to
                  Section 2.03 during the related Prepayment Period, the excess,
                  if any, of (A) the aggregate of the Stated Principal Balances
                  (calculated as of the respective dates of substitution) of
                  such Deleted Mortgage Loans, net of the aggregate of the
                  principal portions of the Monthly Payments due during the
                  related Prepayment Period (to the extent received from the
                  related Mortgagor or advanced by the Master Servicer and
                  distributed pursuant to Section 4.01 on the Distribution Date
                  in the related Prepayment Period) in respect of each such
                  Deleted Mortgage Loan that was replaced prior to the
                  Distribution Date in the related Prepayment Period, over (B)
                  the aggregate of the Stated Principal Balances (calculated as
                  of the respective dates of substitution) of such Qualified
                  Substitute Mortgage Loans;

                  (b) the product of (x) the then-applicable Senior Prepayment
         Percentage and (y) all Principal Prepayments received in respect of the
         related Mortgage Loans during the related Prepayment Period;

                  (c) with respect to any related Mortgage Loan which was the
         subject of a Final Recovery Determination in the related Prepayment
         Period, the lesser of (a) the then- applicable Senior Prepayment
         Percentage multiplied by the net Liquidation Proceeds and Insurance
         Proceeds allocable to principal in respect of such related Mortgage
         Loans and (b) the then-applicable related Senior Percentage multiplied
         by the Scheduled Principal Balance of the related Mortgage Loan at the
         time of such Final Recovery Determination; and

                  (d) in the case of any Distribution Date subsequent to the
         initial Distribution Date, an amount equal to the excess, if any, of
         the related Senior Principal Distribution Amount for the immediately
         preceding Distribution Date, over the aggregate distributions of
         principal made in respect of the related Class of Class A Certificates
         on such immediately


                                       39

<PAGE>



         preceding Distribution Date pursuant to Section 4.01 to the extent that
         any such amounts are not attributable to Realized Losses which were
         allocated to the Subordinate Certificates pursuant to Section 4.04.

                  Notwithstanding the foregoing, on any Distribution Date on
which the Certificate Principal Balance of the Class A Certificates in the
Overcollateralized Loan Group or Loan Groups has been reduced to zero, the
Senior Principal Distribution Amount for the Class A Certificates in the
Undercollateralized Loan Group or Loan Groups will be increased by the Class A
Principal Adjustment Amount.

                  "Servicing Account": The account or accounts created and
maintained pursuant to Section 3.09.

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular Mortgage Loan, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property,
and (iv) the performance of its obligations under Section 3.01, Section 3.09,
Section 3.13, Section 3.14, Section 3.16 and Section 3.23. The Master Servicer
shall not be required to make any Servicing Advance in respect of a Mortgage
Loan or REO Property that, in the good faith business judgment of the Master
Servicer, would not be ultimately recoverable from related Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": 0.375% per annum.

                  "Servicing Officer": Any employee of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans, whose name appear on a list of Servicing Officers furnished by
the Master Servicer to the Trustee, the Trust Administrator and the Depositor on
the Closing Date, as such list may from time to time be amended.

                  "Single Certificate": With respect to any Class of
Certificates (other than the Residual Certificates), a hypothetical Certificate
of such Class evidencing a Percentage Interest for such Class corresponding to
an initial Certificate Principal Balance of $1,000. With respect to the Residual
Certificates, a hypothetical Certificate of such Class evidencing a 20%
Percentage Interest in such Class.



                                       40

<PAGE>



                  "Special Hazard Amount": Initially, an amount equal to
$5,645,044.62. As of each anniversary of the Cut-off Date, the Special Hazard
Amount shall equal the lesser of (i) the related Special Hazard Amount on the
immediately preceding anniversary of the Cut-off Date less the sum of all
amounts allocated to the Subordinate Certificates in respect of Special Hazard
Losses on the Mortgage Loans during such year and (ii) the Adjustment Amount for
such anniversary. The "Adjustment Amount" with respect to each anniversary of
the Cut-off Date will be equal to the greatest of (i) 1.00% multiplied by the
aggregate outstanding principal balance of the Mortgage Loans on the
Distribution Date immediately preceding such anniversary, (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the Mortgage Loans secured by Mortgaged Properties located in the
California postal zip code area in which the highest percentage of related
Mortgage Loans based on outstanding principal balance are located and (iii) two
times the outstanding principal balance of the Mortgage Loan having the largest
outstanding principal balance, in each case as of such anniversary of the
Cut-off Date. After the Certificate Principal Balances of the Subordinate
Certificates are reduced to zero, the Special Hazard Amount will be zero.

                  "Special Hazard Loss": Any Realized Loss or portion thereof
not in excess of the lesser of the cost of repair or replacement of a Mortgaged
Property suffered by such Mortgaged Property by reason of damage caused by
certain hazards (including earthquakes, mudflows, and, to a limited extent,
floods) not insured against under the hazard insurance policies or fire or flood
insurance policies required to be maintained in respect of such Mortgaged
Property pursuant to Section 3.14, or by reason of the application of any
co-insurance provision. Special Hazard Losses shall not include any
Extraordinary Loss or any of the following:

                  (i) wear and tear, deterioration, rust or corrosion, mold, wet
         or dry rot; inherent vice or latent defect; animals, birds, vermin,
         insects;

                  (ii) smog, smoke, vapor, liquid or dust discharge from
         agricultural or industrial operations; pollution; contamination;

                  (iii) settling, subsidence, cracking, shrinkage, bulging or
         expansion of pavements, foundations, walls, floors, roofs or ceilings;
         and

                  (iv) errors in design, faulty workmanship or faulty materials,
         unless the collapse of the property or a part thereof ensues and then
         only for the ensuing loss.

                  "S&P": Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, Inc., or its successor in interest.

                  "Startup Day": With respect to REMIC I and REMIC II, the day
designated as such pursuant to Section 10.01(b) hereof.

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Distribution
Date on which the proceeds, if any, of a Liquidation Event with respect to such
Mortgage Loan would be distributed, the Scheduled Principal Balance of such
Mortgage Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule,


                                       41

<PAGE>



minus the sum of (i) the principal portion of each Monthly Payment due on a Due
Date subsequent to the Cut-off Date, to the extent received from the Mortgagor
or advanced by the Master Servicer and distributed pursuant to Section 4.01 on
or before such date of determination, (ii) all Principal Prepayments received
after the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.16, to the extent distributed pursuant to
Section 4.01 on or before such date of determination, and (iv) any Realized Loss
incurred with respect thereto as a result of a Deficient Valuation made during
or prior to the Prepayment Period for the most recent Distribution Date
coinciding with or preceding such date of determination; and (b) as of any date
of determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
would be distributed, zero. With respect to any REO Property: (a) as of any date
of determination up to but not including the Distribution Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be distributed, an amount (not less than zero) equal to the Stated Principal
Balance of the related Mortgage Loan as of the date on which such REO Property
was acquired on behalf of the Trust Fund, minus the sum of (I) if such REO
Property was acquired before the Distribution Date in any calendar month, the
principal portion of the Monthly Payment due on the Due Date in the calendar
month of acquisition, to the extent advanced by the Master Servicer and
distributed pursuant to Section 4.01 on or before such date of determination, to
the extent distributed pursuant to Section 4.01 on or before such date of
determination, and (II) the aggregate amount of REO Principal Amortization in
respect of such REO Property for all previously ended calendar months, to the
extent distributed pursuant to Section 4.01 on or before such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Distribution Date on which the proceeds, if any, of a
Liquidation Event with respect to such REO Property would be distributed, zero.

                  "Stayed Funds": If the Master Servicer is the subject of a
proceeding under the federal Bankruptcy Code and the making of a Remittance (as
defined in Section 7.02(b)) is prohibited by Section 362 of the federal
Bankruptcy Code, funds which are in the custody of the Master Servicer, a
trustee in bankruptcy or a federal bankruptcy court and should have been the
subject of such Remittance absent such prohibition.

                  "Subordinate Certificate": Any Class B-1 Certificate, Class
B-2 Certificate, Class B-3 Certificate, Class B-4 Certificate, Class B-5
Certificate or Class B-6 Certificate.

                  "Subordinate Percentage": With respect to the Subordinate
Certificates, the weighted average of the Group I Subordinate Percentage, the
Group II Subordinate Percentage, the Group III Subordinate Percentage and the
Group IV Subordinate Percentage, weighted based on the aggregate principal
balance of the Scheduled Principal Balances of the related Mortgage Loans
immediately prior to the Distribution Date. On any Distribution Date after the
reduction of the Certificate Principal Balance of all but one Class of Class A
Certificates to zero, the Subordinate Percentage on such a Distribution Date
will be 100% minus the Senior Percentage for the remaining Class of Class A
Certificates for such Distribution Date.

                  "Subordinate Prepayment Percentage": With respect to any
Distribution Date and the Subordinate Certificates, the weighted average of (i)
100% minus the Group I Senior Prepayment


                                       42

<PAGE>



Percentage for such Distribution Date, weighted based on the aggregate Scheduled
Principal Balance of the Group I Mortgage Loans, (ii) 100% minus the Group II
Senior Prepayment Percentage for such Distribution Date, weighted based on the
aggregate Scheduled Principal Balance of the Group II Mortgage Loans, (iii) 100%
minus the Group III Senior Prepayment Percentage for such Distribution Date,
weighted based on the aggregate Scheduled Principal Balance of the Group III
Mortgage Loans and (iv) 100% minus the Group IV Senior Prepayment Percentage for
such Distribution Date, weighted based on the aggregate Scheduled Principal
Balance of the Group IV Mortgage Loans.

                  "Subordinate Principal Distribution Amount": For any
Distribution Date, an amount equal to the sum of:

                  (a) the product of (x) the then-applicable Subordinate
         Percentage and (y) the sum of the following:

                           (i) the aggregate of the principal portions of all
                  Monthly Payments due during the related Due Period in respect
                  of the Mortgage Loans whether or not received;

                           (ii) the principal portion of all Insurance Proceeds
                  and Liquidation Proceeds (other than amounts described in
                  clause (c) below) received in respect of the Mortgage Loans
                  during the related Prepayment Period (other than any such
                  Mortgage Loan that was purchased, sold or replaced pursuant to
                  or as contemplated by Section 2.03, Section 3.16(c) or Section
                  9.01 during the related Prepayment Period), net of any portion
                  thereof that represents a recovery of principal for which an
                  advance was made by the Master Servicer pursuant to Section
                  4.03 in respect of a preceding Distribution Date;

                           (iii) the Stated Principal Balance (calculated
                  immediately prior to such Distribution Date) of each Mortgage
                  Loan that was purchased, sold or replaced pursuant to or as
                  contemplated by Section 2.03, Section 3.16(c) or Section 9.01
                  during the related Prepayment Period;

                           (iv) all REO Principal Amortization collected in
                  respect of any REO Property during the related Prepayment
                  Period; and

                           (v) in connection with the substitution of one or
                  more Qualified Substitute Mortgage Loans for one or more
                  Deleted Mortgage Loans pursuant to Section 2.03 during the
                  related Prepayment Period, the excess, if any, of (A) the
                  aggregate of the Stated Principal Balances (calculated as of
                  the respective dates of substitution) of such Deleted Mortgage
                  Loans, net of the aggregate of the principal portions of the
                  Monthly Payments due during the related Prepayment Period (to
                  the extent received from the related Mortgagor or advanced by
                  the Master Servicer and distributed pursuant to Section 4.01
                  on the Distribution Date in the related Prepayment Period) in
                  respect of each such Deleted Mortgage Loan that was replaced
                  prior to the Distribution Date in the related Prepayment
                  Period, over (B) the aggregate of the


                                       43

<PAGE>



                  Stated Principal Balances (calculated as of the respective
                  dates of substitution) of such Qualified Substitute Mortgage
                  Loans;

                  (b) the product of (x) the then-applicable Subordinate
         Prepayment Percentage and (y) all Principal Prepayments received in
         respect of the Mortgage Loans during the related Prepayment Period;

                  (c) with respect to any Mortgage Loans which were the subject
         of a Final Recovery Determination in the related Prepayment Period, the
         amount, if any, by which the net Liquidation Proceeds and Insurance
         Proceeds allocable to principal in respect of such Mortgage Loans
         exceed the amount distributable to the Class A Certificates pursuant to
         clause (c) of the definition of "Senior Principal Distribution Amount";
         and

                  (d) in the case of any Distribution Date subsequent to the
         initial Distribution Date, an amount equal to the excess, if any, of
         the Subordinate Principal Distribution Amount for the immediately
         preceding Distribution Date, over the aggregate distributions of
         principal made in respect of the Subordinate Certificates on such
         immediately preceding Distribution Date pursuant to Section 4.01 to the
         extent that any such amounts are not attributable to Realized Losses
         that were allocated to the Subordinate Certificates pursuant to Section
         4.04.

                  "Sub-Servicer": Any Person with which the Master Servicer has
entered into a Sub- Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 3.02.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 3.08 and is
otherwise acceptable to the Master Servicer.

                  "Sub-Servicing Agreement": The written contract between the
Master Servicer and a Sub-Servicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 3.02.

                  "Tax Returns": The federal income tax return on Internal
Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income
Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest
Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms,
to be filed on behalf of REMIC I and REMIC II due to its classification as a
REMIC under the REMIC Provisions, together with any and all other information
reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.

                  "Termination Price":  As defined in Section 9.01.

                  "Transfer": Any direct or indirect transfer, sale, pledge,
hypothecation, or other form of assignment of any Ownership Interest in a
Certificate.



                                       44

<PAGE>



                  "Transferee": Any Person who is acquiring by Transfer any
Ownership Interest in a Certificate.

                  "Transferor": Any Person who is disposing by Transfer of any
Ownership Interest in a Certificate.

                  "Trigger Amount": With respect to any Class of Class A
Certificates and any Distribution Date, the Trigger Amount occurring after the
first five years will be as follows: for any Distribution Date during the sixth
year after the Closing Date, 30% of the initial aggregate Certificate Principal
Balances of the Subordinate Certificates; for any Distribution Date during the
seventh year after the Closing Date, 35% of the initial aggregate Certificate
Principal Balances of the Subordinate Certificates; for any Distribution Date
during the eighth year after the Closing Date, 40% of the initial aggregate
Certificate Principal Balances of the Subordinate Certificates; for any
Distribution Date during the ninth year after the Closing Date, 45% of the
initial aggregate Certificate Principal Balances of the Subordinate
Certificates; and for any Distribution Date during the tenth year (or any year
thereafter) after the Closing Date, 50% of the initial aggregate Certificate
Principal Balances of the Subordinate Certificates.

                  "Trust Administrator": Citibank, N.A., or its successor in
interest, or any successor trust administrator appointed as herein provided.

                  "Trust Fund": Collectively, all of the assets of REMIC I and
REMIC II.

                  "Trustee": U.S. Bank National Association, or its successor in
interest, or any successor trustee appointed as herein provided.

                  "Uncertificated Balance": The amount of any REMIC I Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC I Regular Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
Uncertificated Balance. On each Distribution Date, the Uncertificated Balance of
each REMIC I Regular Interest shall be reduced by all distributions of principal
made on such REMIC I Regular Interest, as applicable, on such Distribution Date
pursuant to Section 4.08 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 4.04.

                  "Undercollateralized Amount": As to any Distribution Date and
Loan Group I, the excess, if any, of the Certificate Principal Balance of the
Class A-1 Certificates immediately prior to such Distribution Date over the sum
of (i) the Scheduled Principal Balance of each of the Group I Mortgage Loans
plus (ii) the Scheduled Principal Balance of each of the REO Properties in Loan
Group I, in each case before reduction for any Realized Losses on such
Distribution Date. As to any Distribution Date and Loan Group II, the excess, if
any, of the Certificate Principal Balance of the Class A-2 Certificates
immediately prior to such Distribution Date over the sum of (i) the Scheduled
Principal Balance of each of the Group II Mortgage Loans plus (ii) the Scheduled
Principal Balance of each of the REO Properties in Loan Group II, in each case
before reduction for any Realized Losses on such Distribution Date. As to any
Distribution Date and Loan Group III, the excess, if any, of the Certificate
Principal Balance of the Class A-3 Certificates immediately prior to such


                                       45

<PAGE>



Distribution Date over the sum of (i) the Scheduled Principal Balance of each of
the Group III Mortgage Loans plus (ii) the Scheduled Principal Balance of each
of the REO Properties in Loan Group III, in each case before reduction for any
Realized Losses on such Distribution Date. As to any Distribution Date and Loan
Group IV, the excess, if any, of the Certificate Principal Balance of the Class
A-4 Certificates immediately prior to such Distribution Date over the sum of (i)
the Scheduled Principal Balance of each of the Group IV Mortgage Loans plus (ii)
the Scheduled Principal Balance of each of the REO Properties in Loan Group IV,
in each case before reduction for any Realized Losses on such Distribution Date.

                  "Undercollateralized Loan Group": As to any Distribution Date,
any Loan Group for which an Undercollateralized Amount greater than zero is
calculated.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section
3.14.

                  "United States Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia (except, in the case of a partnership, to the extent provided in
regulations); provided that, for purposes solely of the restrictions on the
transfer of the Class R Certificates, no partnership or other entity treated as
a partnership for United States federal income tax purposes shall be treated as
a United States Person unless all persons that own an interest in such
partnership either directly or through any entity that is not a corporation for
United States federal income tax purposes are required by the applicable
operative agreement to be United States Persons, or an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States Persons have the
authority to control all substantial decisions of the trust. To the extent
prescribed in regulations by the Secretary of the Treasury, which have not yet
been issued, a trust which was in existence on August 20, 1996 (other than a
trust treated as owned by the grantor under subpart E of part I of subchapter J
of chapter 1 of the Code), and which was treated as a United States person on
August 20, 1996 may elect to continue to be treated as a United States person
notwithstanding the previous sentence. The term "United States" shall have the
meaning set forth in Section 7701 of the Code.

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan and (ii) the
purchase price paid for the related Mortgaged Property by the Mortgagor with the
proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced
Mortgage Loan, such value of the Mortgaged Property is based solely upon the
value determined by an appraisal made for the originator of such Refinanced
Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an
appraiser.

                  "Voting Rights": The portion of the voting rights of all of
the Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, (i) 99% of all of the Voting Rights shall be allocated
to the Regular Certificates in proportion to their then outstanding Certificate
Principal Balances and (ii) 1% of all Voting Rights will be allocated among the
holders


                                       46

<PAGE>



of the Residual Certificates, in proportion to their Percentage Interests in
each such Class. All Voting Rights allocated to any Class of Certificates shall
be allocated among such Certificates PRO RATA in accordance with the respective
Percentage Interests evidenced thereby.

                  SECTION 1.02.             Allocation of Certain Interest
                                            Shortfalls.

                  The aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by payments by the Master Servicer pursuant to Section
3.24) and any Relief Act Interest Shortfall incurred in respect of the Mortgage
Loans for any Distribution Date shall be allocated among the Certificates, PRO
RATA in accordance with, and to the extent of one month's interest at the Pass-
Through Rate on the respective Certificate Principal Balance of such Certificate
immediately prior to such Distribution Date.




                                       47

<PAGE>



                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

                  SECTION 2.01.             Conveyance of Mortgage Loans.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans
identified on the Mortgage Loan Schedule, the rights of the Depositor under the
Mortgage Loan Purchase Agreement (except Section 11 thereof), and all other
assets included or to be included in REMIC I. Such assignment includes all
interest and principal received by the Depositor or the Master Servicer on or
with respect to the Mortgage Loans (other than payments of principal and
interest due on such Mortgage Loans on or before the Cut-off Date). The
Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan
Purchase Agreement.

                  In connection with such transfer and assignment, the Depositor
does hereby deliver to, and deposit with, the Trustee, the following documents
or instruments with respect to each Mortgage Loan so transferred and assigned (a
"Mortgage File"):

                  (i) The Mortgage Note, endorsed by manual or facsimile
         signature without recourse by the Seller or an Affiliate of the Seller
         in blank or to the Trustee showing a complete chain of endorsements
         from the named payee to the Trustee or from the named payee to the
         Affiliate of the Seller and from such Affiliate to the Trustee;

                  (ii) The original recorded Mortgage, with evidence of
         recording thereon or a copy of the Mortgage certified by the public
         recording office in those jurisdictions where the public recording
         office retains the original and the original recorded power of attorney
         or a copy of the power of attorney certified by the public recording
         office, if the Mortgage was executed pursuant to a power of attorney,
         with evidence of recording thereon or a copy of the power of attorney
         certified by the public recording office where the public recording
         office retains the original;

                  (iii) An assignment from the Seller or an Affiliate of the
         Seller to the Trustee in recordable form of the Mortgage which may be
         included, where permitted by local law, in a blanket assignment or
         assignments of the Mortgage to the Trustee, together with any
         intervening assignments and showing a complete chain of title from the
         original mortgagee named under the Mortgage to the Seller or an
         Affiliate of the Seller and to the Trustee;

                  (iv) Any original assumption, modification or buydown
         agreement applicable to the Mortgage Loan; and

                  (v) The original or a copy of the title insurance policy
         (which may be a certificate or a short form policy relating to a master
         policy of title insurance) pertaining to the


                                       48

<PAGE>



         Mortgaged Property, or in the event such original title policy is
         unavailable, a copy of the preliminary title report, if available, and
         the lender's recording instructions, with the original or a copy to be
         delivered within 365 days of the Closing Date or an attorney's opinion
         of title in jurisdictions where such is the customary evidence of
         title.

                  Notwithstanding the foregoing, the parties hereto acknowledge
that on the Closing Date, the Depositor will deliver to, and deposit with, the
Trustee, the Mortgage Notes and will deliver the remaining contents of each
Mortgage File to the Trustee within 60 days following the Closing Date.

                  In instances where an original recorded Mortgage or power of
attorney cannot be delivered by the Depositor to the Trustee within 60 days
following the Closing Date, due to a delay in connection with the recording of
such Mortgage or power of attorney, the Depositor may, in lieu of delivering
such original recorded Mortgage or power of attorney referred to in clause (ii)
above, deliver to the Trustee a copy thereof, provided that the Depositor
certifies that the original Mortgage or power of attorney has been delivered for
recordation. In instances where an Assignment in recordable form cannot be
delivered by the Depositor to the Trustee within 60 days following the Closing
Date, due to a delay in connection with the recording of the Mortgage, the
Depositor may, in lieu of delivering the completed assignment in recordable form
referred to in clause (iii) above to the Trustee, deliver such Assignment to the
Trustee completed except for recording information. In all such instances, the
Depositor will deliver the original recorded Mortgage or power of attorney and
completed Assignment (if applicable) to the Trustee promptly upon receipt of
such Mortgage or power of attorney.

                  In instances where an original recorded Mortgage or power of
attorney has been lost or misplaced, the Depositor may deliver or cause to be
delivered, in lieu of such Mortgage or power of attorney, a copy of such
Mortgage or power of attorney bearing recordation information and certified as
true and correct by the office in which recordation thereof was made.

                  In instances where the original or a copy of the title
insurance policy referred to in clause (v) above (which may be a certificate
relating to a master policy of title insurance) pertaining to the Mortgaged
Property relating to a Mortgage Loan cannot be delivered by the Depositor to the
Trustee within 60 days following the Closing Date, the Depositor may, in lieu of
delivering the original or a copy of such title insurance, deliver to the
Trustee a binder, if available, with respect to such policy (which may be a
certificate relating to a master policy of title insurance) and shall use its
commercially reasonable effort to deliver the original or a copy of such policy
(which may be a certificate relating to a master policy of title insurance) to
the Trustee thereafter, and in any event, within 365 days of the Closing Date.
Notwithstanding the foregoing, however, with respect to 10% of the Original
Mortgage Loans, by outstanding principal balance of the Original Mortgage Loans
as of the Cut-off Date, the Depositor will not be required to deliver the
original or a copy of the title insurance referred to in clause (v) above.

                  In instances where an original assumption or modification
agreement cannot be delivered by the Depositor to the Trustee within 60 days
following the Closing Date, the Depositor may, in lieu of delivering the
original of such agreement, deliver a certified copy thereof.



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<PAGE>



                  To the extent not already recorded, the Master Servicer, at
the expense of the Seller shall promptly (and in no event later than 60 days
following the later of (i) the Closing Date and (ii) the date of receipt by the
Master Servicer of the recording information for a Mortgage) submit or cause to
be submitted for recording, at no expense to REMIC I, in the appropriate public
office for real property records, each Assignment delivered to it pursuant to
(iii) above. In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the Master Servicer, at the expense of
the Seller, shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded.

                  Notwithstanding the foregoing, for administrative convenience
and facilitation of servicing and to reduce closing costs, the Assignments shall
not be required to be submitted for recording (except with respect to any
Mortgage Loan located in Florida and Maryland) unless such failure to record
would result in a withdrawal or a downgrading by any Rating Agency of the rating
on any Class of Certificates; provided, however, the Trust Administrator shall
enforce the obligation of the Seller under the Mortgage Loan Purchase Agreement
to submit each Assignment for recording, at no expense to the Trust Fund, upon
the earliest to occur of: (i) reasonable direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master
Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or
foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer
as described in Section 7.02 of this Agreement and (v) with respect to any one
Assignment the occurrence of a foreclosure relating to the Mortgagor under the
related Mortgage. Notwithstanding the foregoing, if the Seller fails to pay the
cost of recording the Assignments, such expense will be paid by the Trust
Administrator and the Trust Administrator shall be reimbursed for such expense
as an Extraordinary Trust Fund Expense.

                  With respect to a maximum of approximately 4.00% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to
in (i) above cannot be located, the obligations of the Depositor to deliver such
documents shall be deemed to be satisfied upon delivery to the Trustee of a lost
note affidavit and a photocopy of the related Mortgage Note; provided, however,
that the Depositor may deliver a lost note affidavit for up to 2.00% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, without attaching a photocopy of the
related Mortgage Note thereto. If any of the original Mortgage Notes for which a
lost note affidavit was delivered to the Trustee is subsequently located, such
original Mortgage Note shall be delivered to the Trustee within ten Business
Days.

                  The Depositor shall deliver or cause to be delivered to the
Trustee promptly upon receipt thereof any other original documents constituting
a part of a Mortgage File received with respect to any Mortgage Loan, including,
but not limited to, any original documents evidencing an assumption,
modification, consolidation or extension of any Mortgage Loan.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Trustee are and shall be held by or on behalf of the
Seller, the Depositor or the Master Servicer, as the case may be, in trust for
the benefit of the Trustee on behalf of the Certificateholders. In the event
that any such original document is required pursuant to the terms of this
Section to be a part of a Mortgage File, such document shall be delivered
promptly to the Trustee. Any such original


                                       50

<PAGE>



document delivered to or held by the Depositor that is not required pursuant to
the terms of this Section to be a part of a Mortgage File, shall be delivered
promptly to the Master Servicer.

                  Wherever it is provided in this Section 2.01 that any
document, evidence or information relating to a Mortgage Loan be delivered or
supplied to the Trustee, the Depositor shall do so by delivery thereof to the
Trustee.

                  SECTION 2.02.             Acceptance of REMIC I by the
                                            Trustee.

                  Subject to the provisions of Section 2.01 and subject to any
exceptions noted on an exception report delivered by or on behalf of the
Trustee, the Trustee acknowledges receipt of the documents referred to in
Section 2.01 (other than such documents described in Sections 2.01(v) above and
all other assets included in the definition of "REMIC I" to the extent of
amounts deposited into the Distribution Account) and declares that it holds and
will hold such documents and the other documents delivered to it constituting
the Mortgage File, and that it holds or will hold all such assets and such other
assets included in the definition of "REMIC I" in trust for the exclusive use
and benefit of all present and future Certificateholders.

                  On or prior to the Closing Date, the Trustee agrees, for the
benefit of the Certificateholders, to execute and deliver to the Depositor and
the Master Servicer an acknowledgment of receipt of the Mortgage Note (with any
exceptions noted), substantially in the form attached as Exhibit C-3 hereto.

                  The Trustee agrees, for the benefit of the Certificateholders,
to review, or that it has reviewed pursuant to Section 2.01 each Mortgage File
within 90 days of the Closing Date, with respect to each Mortgage Loan (or, with
respect to any document delivered after the Startup Day, within 90 days of
receipt and with respect to any Qualified Substitute Mortgage, within 90 days
after the assignment thereof). The Trustee further agrees, for the benefit of
the Certificateholders, to certify in substantially the form attached hereto as
Exhibit C-1, within 90 days following the date on which the Trustee receives the
remaining contents of each Mortgage File from the Depositor, with respect to
each Mortgage Loan (or, with respect to any document delivered after the Startup
Day, within 90 days of receipt and with respect to any Qualified Substitute
Mortgage, within 90 days after the assignment thereof) that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in the exception report
annexed thereto as not being covered by such certification), (i) all documents
required to be delivered to it pursuant Section 2.01 of this Agreement are in
its possession, (ii) such documents have been reviewed by it and have not been
mutilated, damaged or torn and relate to such Mortgage Loan and (iii) based on
its examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (i), (ii), (iii) and (xiv) of
the Mortgage Loan Schedule accurately reflects information set forth in the
Mortgage File. It is herein acknowledged that, in conducting such review, the
Trustee is under no duty or obligation to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that they are
genuine, enforceable, or appropriate for the represented purpose or that they
have actually been recorded or that they are other than what they purport to be
on their face.



                                       51

<PAGE>



                  Prior to the first anniversary date of this Agreement the
Trustee shall deliver to the Depositor, the Master Servicer and the Trust
Administrator a final certification in the form annexed hereto as Exhibit C-2
evidencing the completeness of the Mortgage Files, with any applicable
exceptions noted thereon.

                  The Depositor and the Trustee intend that the assignment and
transfer herein contemplated constitute a sale of the Mortgage Loans, the
related Mortgage Notes and the related documents, conveying good title thereto
free and clear of any liens and encumbrances, from the Depositor to the Trustee
in trust for the benefit of the Certificateholders and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee a first
priority perfected security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans, the related Mortgage Notes and the
related documents, and that this Agreement shall constitute a security agreement
under applicable law.

                  SECTION 2.03.             Repurchase or Substitution of
                                            Mortgage Loans by the Seller or the
                                            Depositor.

                  (a) Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a Mortgage File or of
the breach by the Seller of any representation, warranty or covenant under the
Mortgage Loan Purchase Agreement in respect of any Mortgage Loan which
materially adversely affects the value of such Mortgage Loan or the interest
therein of the Certificateholders, the Trustee shall promptly notify the Seller,
the Trust Administrator and the Master Servicer of such defect, missing document
or breach and request that the Seller deliver such missing document or cure such
defect or breach within 90 days from the date the Seller was notified of such
missing document, defect or breach, and if the Seller does not deliver such
missing document or cure such defect or breach in all material respects during
such period, the Master Servicer shall enforce the obligations of the Seller
under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan from
REMIC I at the Purchase Price within 90 days after the date on which the Seller
was notified (subject to Section 2.03(e)) of such missing document, defect or
breach, if and to the extent that the Seller is obligated to do so under the
Mortgage Loan Purchase Agreement. The Purchase Price for the repurchased
Mortgage Loan shall be deposited in the Collection Account, and the Trustee,
upon receipt of written certification from the Master Servicer of such deposit,
shall release to the Seller the related Mortgage File and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest in
the Seller any Mortgage Loan released pursuant hereto, and the Trustee shall
have no further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(d). It is understood and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a constituent document exists or as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
omission, defect or breach available to the Trustee on behalf of the


                                       52

<PAGE>



Certificateholders. Notwithstanding anything herein to the contrary, the Seller
shall not be required to repurchase or substitute for any Mortgage Loan due to a
defective or missing document until 90 days following the Seller's receipt of
the Trustee's certification in the form of Exhibit C-1.

                  (b) Reserved.

                  (c) Within 90 days of the earlier of discovery by the Master
Servicer or receipt of notice by the Master Servicer of the breach of any
representation, warranty or covenant of the Master Servicer set forth in Section
2.05 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Master Servicer shall cure such
breach in all material respects.

                  (d) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected
prior to the date which is two years after the Startup Day for REMIC I.

                  As to any Deleted Mortgage Loan for which the Seller
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller delivering to the Trustee, for such Qualified
Substitute Mortgage Loan or Loans, the documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with
an Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or
Loans and, within ten Business Days thereafter, review such documents as
specified in Section 2.02 and deliver to the Depositor, the Master Servicer and
the Trust Administrator, with respect to such Qualified Substitute Mortgage Loan
or Loans, a certification substantially in the form attached hereto as Exhibit
C-1, with any applicable exceptions noted thereon. Within one year of the date
of substitution, the Trustee shall deliver to the Depositor, the Master Servicer
and the Trust Administrator a certification substantially in the form of Exhibit
C-2 hereto with respect to such Qualified Substitute Mortgage Loan or Loans,
with any applicable exceptions noted thereon. For the month of substitution,
distributions to Certificateholders will reflect the Monthly Payment due on such
Deleted Mortgage Loan on or before the Due Date in the month of substitution,
and the Seller shall thereafter be entitled to retain all amounts subsequently
received in respect of such Deleted Mortgage Loan. The Trustee shall give or
cause to be given written notice to the Certificateholders that such
substitution has taken place and the Seller shall amend the Mortgage Loan
Schedule or cause the Mortgage Loan Schedule to be amended to reflect the
removal of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and shall
deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the
Trust Administrator. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in
all respects to the terms of this Agreement and the Mortgage Loan Purchase
Agreement, including all applicable representations and warranties thereof
included in the Mortgage Loan Purchase Agreement.

                  For any month in which the Seller substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Master Servicer will determine the


                                       53

<PAGE>



amount (the "Substitution Shortfall Amount"), if any, by which the aggregate
Purchase Price of all such Deleted Mortgage Loans exceeds the aggregate of, as
to each such Qualified Substitute Mortgage Loan, the Scheduled Principal Balance
thereof as of the date of substitution, together with one month's interest on
such Scheduled Principal Balance at the applicable Net Mortgage Rate. On the
date of such substitution, the Seller will deliver or cause to be delivered to
the Master Servicer for deposit in the Collection Account an amount equal to the
Substitution Shortfall Amount, if any, and the Trustee, upon receipt of the
related Qualified Substitute Mortgage Loan or Loans and certification by the
Master Servicer of such deposit, shall release to the Seller the related
Mortgage File or Files and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Seller shall
deliver to it and as shall be necessary to vest therein any Deleted Mortgage
Loan released pursuant hereto.

                  In addition, the Seller shall obtain at its own expense and
deliver to the Trustee and the Trust Administrator an Opinion of Counsel to the
effect that such substitution will not cause (a) any federal tax to be imposed
on REMIC I, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code, or (b) REMIC I to fail
to qualify as a REMIC at any time that any Certificate is outstanding.

                  (e) Upon discovery by the Depositor, the Seller, the Master
Servicer, the Trust Administrator or the Trustee that any Mortgage Loan does not
constitute a "qualified mortgage" within the meaning of Section 860G(a)(3) of
the Code, the party discovering such fact shall within two Business Days give
written notice thereof to the other parties. In connection therewith, the Seller
or the Depositor shall repurchase or, subject to the limitations set forth in
Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for
the affected Mortgage Loan within 60 days of the earlier of discovery or receipt
of such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by (i) the Seller, if the affected Mortgage Loan's
status as a non-qualified mortgage is or results from a breach of any
representation, warranty or covenant made by the Seller under the Mortgage Loan
Purchase Agreement, or (ii) the Depositor, if the affected Mortgage Loan's
status as a non-qualified mortgage is a breach of no representation or warranty.
Any such repurchase or substitution shall be made in the same manner as set
forth in Sections 2.03(a). The Trustee shall reconvey to the Depositor or the
Seller, as the case may be, the Mortgage Loan to be released pursuant hereto in
the same manner, and on the same terms and conditions, as it would a Mortgage
Loan repurchased for breach of a representation or warranty.

                  SECTION 2.04.             Reserved.

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

                  The Master Servicer hereby represents, warrants and covenants
to the Trust Administrator and the Trustee, for the benefit of each of the
Trustee, the Trust Administrator, the Certificateholders and to the Depositor
that as of the Closing Date or as of such date specifically provided herein:



                                       54

<PAGE>



                  (i) The Master Servicer is a federal savings bank duly
         organized, validly existing and in good standing under the laws of the
         United States and is duly authorized and qualified (or a Sub-Servicer
         on behalf of the Master Servicer is duly authorized and qualified) to
         transact any and all business contemplated by this Agreement to be
         conducted by the Master Servicer in any state in which a Mortgaged
         Property is located or is (or such Sub-Servicer is) otherwise not
         required under applicable law to effect such qualification and, in any
         event, is (or such Sub-Servicer is) in compliance with the doing
         business laws of any such State, to the extent necessary to ensure its
         ability to enforce each Mortgage Loan and to service the Mortgage Loans
         in accordance with the terms of this Agreement;

                  (ii) The Master Servicer has the full corporate power and
         authority to service each Mortgage Loan, and to execute, deliver and
         perform, and to enter into and consummate the transactions contemplated
         by this Agreement and has duly authorized by all necessary corporate
         action on the part of the Master Servicer the execution, delivery and
         performance of this Agreement; and this Agreement, assuming the due
         authorization, execution and delivery thereof by the other parties
         hereto, constitutes a legal, valid and binding obligation of the Master
         Servicer, enforceable against the Master Servicer in accordance with
         its terms, except to the extent that (a) the enforceability thereof may
         be limited by bankruptcy, insolvency, moratorium, receivership and
         other similar laws relating to creditors' rights generally and (b) the
         remedy of specific performance and injunctive and other forms of
         equitable relief may be subject to the equitable defenses and to the
         discretion of the court before which any proceeding therefor may be
         brought;

                  (iii) The execution and delivery of this Agreement by the
         Master Servicer, the servicing of the Mortgage Loans by the Master
         Servicer hereunder, the consummation of any other of the transactions
         herein contemplated, and the fulfillment of or compliance with the
         terms hereof are in the ordinary course of business of the Master
         Servicer and will not (A) result in a breach of any term or provision
         of the charter or by-laws of the Master Servicer or (B) conflict with,
         result in a breach, violation or acceleration of, or result in a
         default under, the terms of any other material agreement or instrument
         to which the Master Servicer is a party or by which it may be bound, or
         any statute, order or regulation applicable to the Master Servicer of
         any court, regulatory body, administrative agency or governmental body
         having jurisdiction over the Master Servicer; and the Master Servicer
         is not a party to, bound by, or in breach or violation of any indenture
         or other agreement or instrument, or subject to or in violation of any
         statute, order or regulation of any court, regulatory body,
         administrative agency or governmental body having jurisdiction over it,
         which materially and adversely affects or, to the Master Servicer's
         knowledge, would in the future materially and adversely affect, (x) the
         ability of the Master Servicer to perform its obligations under this
         Agreement or (y) the business, operations, financial condition,
         properties or assets of the Master Servicer taken as a whole;

                  (iv) The Master Servicer is an approved seller/servicer for
         Fannie Mae or Freddie Mac in good standing and is a HUD approved
         mortgagee pursuant to Section 203 of the National Housing Act;



                                       55

<PAGE>



                  (v) No litigation is pending against the Master Servicer that
         would materially and adversely affect the execution, delivery or
         enforceability of this Agreement or the ability of the Master Servicer
         to service the Mortgage Loans or to perform any of its other
         obligations hereunder in accordance with the terms hereof;

                  (vi) No consent, approval, authorization or order of any court
         or governmental agency or body is required for the execution, delivery
         and performance by the Master Servicer of, or compliance by the Master
         Servicer with, this Agreement or the consummation of the transactions
         contemplated by this Agreement, except for such consents, approvals,
         authorizations or orders, if any, that have been obtained prior to the
         Closing Date; and

                  (vii) The Master Servicer covenants that its computer and
         other systems used in servicing the Mortgage Loans operate in a manner
         such that the Master Servicer can service the Mortgage Loans in
         accordance with the terms of this Agreement.

                  It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.05 shall survive delivery
of the Mortgage Files to the Trustee and shall inure to the benefit of the
Trustee, the Trust Administrator, the Depositor and the Certificateholders. Upon
discovery by any of the Depositor, the Master Servicer, the Trust Administrator
or the Trustee of a breach of any of the foregoing representations, warranties
and covenants which materially and adversely affects the value of any Mortgage
Loan or the interests therein of the Certificateholders, the party discovering
such breach shall give prompt written notice (but in no event later than two
Business Days following such discovery) to the Trustee and the Trust
Administrator. Subject to Section 7.01, the obligation of the Master Servicer
set forth in Section 2.03(c) to cure breaches shall constitute the sole remedies
against the Master Servicer available to the Certificateholders, the Depositor,
the Trust Administrator or the Trustee on behalf of the Certificateholders
respecting a breach of the representations, warranties and covenants contained
in this Section 2.05.

                  SECTION 2.06.             Issuance of the Certificates.

                  The Trustee acknowledges the assignment to it of the Mortgage
Loans and the delivery to it of the Mortgage Files, subject to the provisions of
Section 2.01 and Section 2.02, together with the assignment to it of all other
assets included in REMIC I and REMIC II delivered on the date hereof, receipt of
which is hereby acknowledged. Concurrently with such assignment and delivery of
such assets delivered on the date hereof and in exchange therefor, the Trust
Administrator, pursuant to the written request of the Depositor executed by an
officer of the Depositor, has executed, authenticated and delivered to or upon
the order of the Depositor, the Certificates in authorized denominations. The
interests evidenced by the Certificates constitute the entire beneficial
ownership interest in REMIC II.

                  SECTION 2.07.             Conveyance of the REMIC I Regular
                                            Interests; Acceptance of REMIC II by
                                            the Trustee.

                  The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, without recourse all the right, title and interest of the Depositor in
and to the REMIC I Regular Interests for the benefit of the Class R


                                       56

<PAGE>



Certificateholders (as holder of the Class R-I Interest and Class R-II Interest)
and REMIC II (as holder of the REMIC I Regular Interests). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Class R Certificateholders (as holder of the Class R-I Interest and
Class R-II Interest) and REMIC II (as holder of the REMIC I Regular Interests).
The rights of the Class R Certificateholders (as holder of the Class R-I
Interest and Class R-II Interest) and REMIC II (as holder of the REMIC I Regular
Interest) to receive distributions from the proceeds of REMIC II in respect of
the Class R-II Interest and REMIC II Regular Interests, respectively, and all
ownership interests evidenced or constituted by the Class R-II Interest and the
REMIC I Regular Interests, shall be as set forth in this Agreement.





                                       57

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

                  SECTION 3.01.             Master Servicer to Act as Master
                                            Servicer.

                  The Master Servicer shall service and administer the Mortgage
Loans on behalf of the Trustee and in the best interests of and for the benefit
of the Certificateholders (as determined by the Master Servicer in its
reasonable judgment) in accordance with the terms of this Agreement and the
respective Mortgage Loans and, to the extent consistent with such terms, in the
same manner in which it services and administers similar mortgage loans for its
own portfolio, giving due consideration to customary and usual standards of
practice of prudent mortgage lenders and loan servicers administering similar
mortgage loans but without regard to:

                  (i) any relationship that the Master Servicer, any
         Sub-Servicer or any Affiliate of the Master Servicer or any
         Sub-Servicer may have with the related Mortgagor;

                  (ii) the ownership of any Certificate by the Master Servicer
         or any Affiliate of the Master Servicer;

                  (iii) the Master Servicer's obligation to make P&I Advances or
         Servicing Advances; or

                  (iv) the Master Servicer's or any Sub-Servicer's right to
         receive compensation for its services hereunder or with respect to any
         particular transaction.

                  To the extent consistent with the foregoing, the Master
Servicer shall also seek to maximize the timely and complete recovery of
principal and interest on the Mortgage Notes. Subject only to the
above-described servicing standards and the terms of this Agreement and of the
respective Mortgage Loans, the Master Servicer shall have full power and
authority, acting alone or through Sub-Servicers as provided in Section 3.02, to
do or cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing, the Master Servicer in its own name or in the name
of a Sub-Servicer is hereby authorized and empowered by the Trustee when the
Master Servicer believes it appropriate in its best judgment in accordance with
the servicing standards set forth above, to execute and deliver, on behalf of
the Certificateholders and the Trustee, and upon notice to the Trustee and the
Trust Administrator, any and all instruments of satisfaction or cancellation, or
of partial or full release or discharge, and all other comparable instruments,
with respect to the Mortgage Loans and the Mortgaged Properties and to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure so as to convert
the ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Master Servicer
shall service and administer the Mortgage Loans in accordance with applicable
state and federal law and shall provide to the Mortgagors any reports required
to be provided to them thereby. The Master Servicer shall also comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under each Primary Mortgage Insurance Policy and any


                                       58

<PAGE>



standard hazard insurance policy. Subject to Section 3.17, the Trustee shall
execute, at the written request of the Master Servicer, and furnish to the
Master Servicer and any Sub-Servicer such documents as are necessary or
appropriate to enable the Master Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder, and the Trustee hereby grants to
the Master Servicer a power of attorney to carry out such duties. The Trustee
shall not be liable for the actions of the Master Servicer or any Sub-Servicers
under such powers of attorney.

                  In accordance with the standards of the preceding paragraph,
the Master Servicer shall advance or cause to be advanced funds as necessary for
the purpose of effecting the payment of taxes and assessments on the Mortgaged
Properties in a manner and at a time that avoids the loss of the Mortgaged
Property due to a tax sale or the foreclosure of a tax lien, which advances
shall be Servicing Advances reimbursable in the first instance from related
collections from the Mortgagors pursuant to Section 3.09, and further as
provided in Section 3.11. Any cost incurred by the Master Servicer or by Sub-
Servicers in effecting the timely payment of taxes and assessments on a
Mortgaged Property shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

                  Notwithstanding anything in this Agreement to the contrary,
the Master Servicer may not make any future advances with respect to a Mortgage
Loan (except as provided in Section 4.03) and the Master Servicer shall not (i)
permit any modification with respect to any Mortgage Loan that would change the
Mortgage Rate, reduce or increase the principal balance (except for reductions
resulting from actual payments of principal or correction of errors in posting
of payments) or change the final maturity date on such Mortgage Loan or (ii)
permit any modification, waiver or amendment of any term of any Mortgage Loan
that would both (A) effect an exchange or reissuance of such Mortgage Loan under
Section 1001 of the Code (or final, temporary or proposed Treasury regulations
promulgated thereunder) and (B) cause REMIC I to fail to qualify as a REMIC
under the Code or the imposition of any tax on "prohibited transactions" or
"contributions after the startup date" under the REMIC Provisions.

                  The Master Servicer may delegate its responsibilities under
this Agreement; provided, however, that no such delegation shall release the
Master Servicer from the responsibilities or liabilities arising under this
Agreement.

                  SECTION 3.02.             Sub-Servicing Agreements Between the
                                            Master Servicer and Sub-Servicers.

                  (a) The Master Servicer may enter into Sub-Servicing
Agreements (provided that such agreements would not result in a withdrawal or a
downgrading by the Rating Agencies of the rating on any Class of Certificates)
with Sub-Servicers, for the servicing and administration of the Mortgage Loans.

                  Each Sub-Servicer shall be (i) authorized to transact business
in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to enable
the Sub-Servicer to perform its obligations hereunder and under the Sub-
Servicing Agreement, (ii) an institution approved as a mortgage loan originator
by the Federal


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Housing Administration or an institution the deposit accounts of which are
insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer
requirements conforming to the provisions set forth in Section 3.08 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Master Servicer will examine each Sub-Servicing Agreement and will be
familiar with the terms thereof. The terms of any Sub-Servicing Agreement will
not be inconsistent with any of the provisions of this Agreement. The Master
Servicer and the Sub-Servicers may enter into and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 3.08 relating to insurance or priority
requirements of Sub-Servicing Accounts, or credits and charges to the Sub-
Servicing Accounts or the timing and amount of remittances by the Sub-Servicers
to the Master Servicer, are conclusively deemed to be inconsistent with this
Agreement and therefore prohibited. The Master Servicer shall deliver to the
Trustee and the Trust Administrator copies of all Sub- Servicing Agreements, and
any amendments or modifications thereof, promptly upon the Master Servicer's
execution and delivery of such instruments.

                  (b) As part of its servicing activities hereunder, the Master
Servicer (except as otherwise provided in the last sentence of this paragraph),
for the benefit of the Trustee and the Certificateholders, shall enforce the
obligations of each Sub-Servicer under the related Sub-Servicing Agreement and
of the Seller under the Mortgage Loan Purchase Agreement, including, without
limitation, any obligation to make advances in respect of delinquent payments as
required by a Sub- Servicing Agreement, or to purchase a Mortgage Loan on
account of missing or defective documentation or on account of a breach of a
representation, warranty or covenant, as described in Section 2.03(a). Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Sub-Servicing Agreements, and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer shall pay
the costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement, to
the extent, if any, that such recovery exceeds all amounts due in respect of the
related Mortgage Loans, or (ii) from a specific recovery of costs, expenses or
attorneys' fees against the party against whom such enforcement is directed.

                  SECTION 3.03.             Successor Sub-Servicers.

                  The Master Servicer shall be entitled to terminate any
Sub-Servicing Agreement and the rights and obligations of any Sub-Servicer
pursuant to any Sub-Servicing Agreement in accordance with the terms and
conditions of such Sub-Servicing Agreement. In the event of termination of any
Sub-Servicer, all servicing obligations of such Sub-Servicer shall be assumed
simultaneously by the Master Servicer without any act or deed on the part of
such Sub-Servicer or the Master Servicer, and the Master Servicer either shall
service directly the related Mortgage Loans


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or shall enter into a Sub-Servicing Agreement with a successor Sub-Servicer
which qualifies under Section 3.02.

                  Any Sub-Servicing Agreement shall include the provision that
such agreement may be immediately terminated by the Trustee or the Trust
Administrator without fee, in accordance with the terms of this Agreement, in
the event that the Master Servicer shall, for any reason, no longer be the
Master Servicer (including termination due to a Master Servicer Event of
Default).

                  SECTION 3.04.             Liability of the Master Servicer.

                  Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer or reference to actions taken through a
Sub-Servicer or otherwise, the Master Servicer shall remain obligated and
primarily liable to the Trustee and the Certificateholders for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Master Servicer alone were servicing and administering the Mortgage
Loans. The Master Servicer shall be entitled to enter into any agreement with a
Sub- Servicer for indemnification of the Master Servicer by such Sub-Servicer
and nothing contained in this Agreement shall be deemed to limit or modify such
indemnification.

                  SECTION 3.05.             No Contractual Relationship Between
                                            Sub-Servicers, Trust Administrator,
                                            Trustee or Certificateholders.

                  Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the Trust Administrator, the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Sub-Servicer
except as set forth in Section 3.06. The Master Servicer shall be solely liable
for all fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees.

                  SECTION 3.06.             Assumption or Termination of
                                            Sub-Servicing Agreements by Trust
                                            Administrator.

                  In the event the Master Servicer shall for any reason no
longer be the master servicer (including by reason of the occurrence of a Master
Servicer Event of Default), the Trust Administrator or its designee shall
thereupon assume all of the rights and obligations of the Master Servicer under
each Sub-Servicing Agreement that the Master Servicer may have entered into,
unless the Trust Administrator elects to terminate any Sub-Servicing Agreement
in accordance with its terms as provided in Section 3.03. Upon such assumption,
the Trust Administrator, its designee or the successor servicer for the Trust
Administrator appointed pursuant to Section 7.02 shall be deemed, subject to
Section 3.03, to have assumed all of the Master Servicer's interest therein and
to have replaced the Master Servicer as a party to each Sub-Servicing Agreement
to the same extent


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as if each Sub-Servicing Agreement had been assigned to the assuming party,
except that (i) the Master Servicer shall not thereby be relieved of any
liability or obligations under any Sub-Servicing Agreement and (ii) none of the
Trust Administrator, its designee or any successor Master Servicer shall be
deemed to have assumed any liability or obligation of the Master Servicer that
arose before it ceased to be the Master Servicer.

                  The Master Servicer at its expense shall, upon request of the
Trust Administrator, deliver to the assuming party all documents and records
relating to each Sub-Servicing Agreement and the Mortgage Loans then being
serviced and an accounting of amounts collected and held by or on behalf of it,
and otherwise use its best efforts to effect the orderly and efficient transfer
of the Sub- Servicing Agreements to the assuming party.

                  SECTION 3.07.             Collection of Certain Mortgage Loan
                                            Payments.

                  The Master Servicer shall make reasonable efforts to collect
all payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this
Agreement, the terms and provisions of any related Primary Mortgage Insurance
Policy and any applicable insurance policies, follow such collection procedures
as it would follow with respect to mortgage loans comparable to the Mortgage
Loans and held for its own account. Consistent with the foregoing, the Master
Servicer may in its discretion (i) waive any late payment charge or, if
applicable, penalty interest, only upon determining that the coverage of such
Mortgage Loan by the related Primary Mortgage Insurance Policy, if any, will not
be affected, or (ii) extend the due dates for Monthly Payments due on a Mortgage
Note for a period of not greater than 180 days; provided that any extension
pursuant to clause (ii) above shall not affect the amortization schedule of any
Mortgage Loan for purposes of any computation hereunder, except as provided
below. In the event of any such arrangement pursuant to clause (ii) above, the
Master Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.03 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the standards set
forth in Section 3.01, may also accept payment from the related Mortgagor of an
amount less than the Stated Principal Balance in final satisfaction of such
Mortgage Loan (such payment, a "Short Pay-off") or consent to the postponement
of strict compliance with any such term or otherwise grant indulgence to any
Mortgagor.

                  SECTION 3.08.             Sub-Servicing Accounts.

                  In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub- Servicing Agreement, the Sub-Servicer will be required
to establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all requirements of this Agreement relating to the Collection
Account. The Sub-Servicer shall deposit in the clearing account(s) in which it
customarily deposits payments and collections on mortgage loans in connection
with its mortgage loan servicing activities on a daily basis, and in no event
more than two Business Days after the Sub-Servicer's receipt thereof, all
proceeds of Mortgage Loans received by the Sub- Servicer less its servicing
compensation to the extent permitted by the Sub-Servicing Agreement, and shall
thereafter deposit


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such amounts in the Sub-Servicing Account, in no event more than one Business
Day after the deposit of such funds into the clearing account(s). The
Sub-Servicer shall thereafter deposit such proceeds in the Collection Account or
remit such proceeds to the Master Servicer for deposit in the Collection Account
not later than two Business Days after the deposit of such amounts in the Sub-
Servicing Account. For purposes of this Agreement, the Master Servicer shall be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.

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

                  The Master Servicer may establish and maintain one or more
accounts (the "Servicing Accounts"), into which all collections from the
Mortgagors (or related advances from Sub-Servicers) for the payment of ground
rents, taxes, assessments, primary mortgage insurance premiums, fire and hazard
insurance premiums, water charges, sewer rents and comparable items for the
account of the Mortgagors ("Escrow Payments") shall be deposited and retained.
Servicing Accounts shall be Eligible Accounts; provided, however, that Servicing
Accounts need only be established and maintained by the Master Servicer to the
extent that it is collecting Escrow Payments from the Mortgagors. The Master
Servicer shall deposit in the clearing account(s) in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
two Business Days after the Master Servicer's receipt thereof, all Escrow
Payments collected on account of the Mortgage Loans and shall thereafter deposit
such Escrow Payments in the Servicing Accounts, in no event more than one
Business Day after the deposit of such funds in the clearing account(s), for the
purpose of effecting the payment of any such items as required under the terms
of this Agreement. Withdrawals of amounts from a Servicing Account may be made
only to (i) effect payment of Escrow Payments; (ii) reimburse the Master
Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing
Agreement) out of related collections for any advances made pursuant to Section
3.01 (with respect to taxes and assessments) and Section 3.14 (with respect to
hazard insurance); (iii) refund to Mortgagors any sums as may be determined to
be overages; (iv) pay interest, if required and as described below, to
Mortgagors on balances in the Servicing Account; (v) clear and terminate the
Servicing Account at the termination of the Master Servicer's obligations and
responsibilities in respect of the Mortgage Loans under this Agreement in
accordance with Article IX; or (vi) recover amounts deposited in error. As part
of its servicing duties, the Master Servicer or Sub-Servicers shall pay to the
Mortgagors interest on funds in Servicing Accounts, to the extent required by
law or the related Mortgage Note and, to the extent that interest earned on
funds in the Servicing Accounts is insufficient, to pay such interest from its
or their own funds, without any reimbursement therefor. To the extent that a
Mortgage does not provide for Escrow Payments, the Master Servicer shall
determine whether any such payments are made by the Mortgagor in a manner and at
a time that avoids the loss of the Mortgaged Property due to a tax sale or the
foreclosure of a tax lien. The Master Servicer assumes full responsibility for
the payment of all such bills and shall effect payments of all such bills
irrespective of the Mortgagor's faithful performance in the payment of same or
the making of the Escrow Payments and shall make advances from its own funds to
effect such payments.

                  SECTION 3.10.             Collection Account and Distribution
                                            Account.



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                  (a) On behalf of the Trust Fund, the Master Servicer shall
establish and maintain one or more accounts (such account or accounts, the
"Collection Account"), which initially shall be located at Citibank, N.A., held
in trust for the benefit of the Trust Administrator, the Trustee and the
Certificateholders and in the name of the Trustee. On behalf of the Trust Fund,
the Master Servicer shall deposit or cause to be deposited in the clearing
account(s) in which it customarily deposits payments and collections on mortgage
loans in connection with its mortgage loan servicing activities on a daily
basis, and in no event more than two Business Days after the Master Servicer's
receipt thereof, and shall thereafter deposit in the Collection Account, in no
event more than one Business Day after the deposit of such funds into the
clearing account(s), as and when received or as otherwise required hereunder,
the following payments and collections received or made by it from and after the
Cut-off Date (other than in respect of principal or interest on the related
Mortgage Loans due on or before the Cut-off Date), or payments (other than
Principal Prepayments) received by it on or prior to the Cut-off Date but
allocable to a Due Period subsequent thereto:

                  (i) all payments on account of principal, including Principal
         Prepayments, on the Mortgage Loans;

                  (ii) all payments on account of interest (net of the related
         Servicing Fee) on each Mortgage Loan;

                  (iii) all Insurance Proceeds and Liquidation Proceeds (other
         than proceeds collected in respect of any particular REO Property and
         amounts paid by the Master Servicer in connection with a purchase of
         Mortgage Loans and REO Properties pursuant to Section 9.01);

                  (iv) any amounts required to be deposited pursuant to Section
         3.12 in connection with any losses realized on Permitted Investments
         with respect to funds held in the Collection Account;

                  (v) any amounts required to be deposited by the Master
         Servicer pursuant to the second paragraph of Section 3.14(a) in respect
         of any blanket policy deductibles;

                  (vi) without duplication, all proceeds of any Mortgage Loan
         repurchased or purchased in accordance with Section 2.03 or Section
         9.01; and

                  (vii) without duplication, all amounts required to be
         deposited in connection with shortfalls in principal amount of
         Qualified Substitute Mortgage Loans pursuant to Section 2.03.

                  For purposes of the immediately preceding sentence, the
Cut-off Date with respect to any Qualified Substitute Mortgage Loan shall be
deemed to be the date of substitution.

                  The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges or assumption fees need not be deposited by the Master Servicer in the
Collection Account. In the event the Master Servicer shall deposit in the
Collection Account any


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amount not required to be deposited therein, it may at any time withdraw such
amount from the Collection Account, any provision herein to the contrary
notwithstanding.

                  (b) On behalf of the Trust Fund, the Trust Administrator, as
agent for the Trustee, shall establish and maintain one or more accounts (such
account or accounts, the "Distribution Account"), held in trust for the benefit
of the Trustee and the Certificateholders. On behalf of the Trust Fund, the
Master Servicer shall deliver to the Trust Administrator in immediately
available funds for deposit in the Distribution Account on or before 3:00 p.m.
New York time (i) on the Master Servicer Remittance Date, that portion of the
Available Distribution Amount (calculated without regard to the references in
clause (2) of the definition thereof to amounts that may be withdrawn from the
Distribution Account) for the related Distribution Date then on deposit in the
Collection Account, and (ii) on each Business Day as of the commencement of
which the balance on deposit in the Collection Account exceeds $75,000 following
any withdrawals pursuant to the next succeeding sentence, the amount of such
excess, but only if the Collection Account constitutes an Eligible Account
solely pursuant to clause (ii) of the definition of "Eligible Account." If the
balance on deposit in the Collection Account exceeds $75,000 as of the
commencement of business on any Business Day and the Collection Account
constitutes an Eligible Account solely pursuant to clause (ii) of the definition
of "Eligible Account," the Master Servicer shall, on or before 3:00 p.m. New
York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the
Trustee, the Trust Administrator, the Seller or any Sub-Servicer pursuant to
Section 3.11 and shall pay such amounts to the Persons entitled thereto.

                  (c) Funds in the Collection Account and the Distribution
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.12. The Master Servicer shall give notice to
the Trustee, the Trust Administrator and the Depositor of the location of the
Collection Account maintained by it when established and prior to any change
thereof. The Trust Administrator shall give notice to the Master Servicer, the
Trustee and the Depositor of the location of the Distribution Account when
established and prior to any change thereof.

                  (d) Funds held in the Collection Account at any time may be
delivered by the Master Servicer to the Trust Administrator for deposit in an
account (which may be the Distribution Account and must satisfy the standards
for the Distribution Account as set forth in the definition thereof) and for all
purposes of this Agreement shall be deemed to be a part of the Collection
Account; provided, however, that the Trust Administrator shall have the sole
authority to withdraw any funds held pursuant to this subsection (d). In the
event the Master Servicer shall deliver to the Trust Administrator for deposit
in the Distribution Account any amount not required to be deposited therein, it
may at any time request that the Trust Administrator withdraw such amount from
the Distribution Account and remit to it any such amount, any provision herein
to the contrary notwithstanding and the Trust Administrator shall comply with
any such request within one Business Day. In addition, the Master Servicer shall
deliver to the Trust Administrator from time to time for deposit, and upon
written notification from the Master Servicer, the Trust Administrator shall so
deposit, in the Distribution Account:

                  (i) any P&I Advances, as required pursuant to Section 4.03;


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                  (ii) any amounts required to be deposited pursuant to Section
         3.23(d) or (f) in connection with any REO Property;

                  (iii) any amounts to be paid by the Master Servicer in
         connection with a purchase of Mortgage Loans and REO Properties
         pursuant to Section 9.01;

                  (iv) any amounts required to be deposited pursuant to Section
         3.24 in connection with any Prepayment Interest Shortfalls; and

                  (v) any Stayed Funds, as soon as permitted by the federal
         bankruptcy court having jurisdiction in such matters.

                  (e) Promptly upon receipt of any Stayed Funds, whether from
the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or
other source, the Trust Administrator shall deposit such funds in the
Distribution Account, subject to withdrawal thereof pursuant to Section 7.02(b)
or as otherwise permitted hereunder.

                  (f) The Master Servicer shall deposit in the Collection
Account any amounts required to be deposited pursuant to Section 3.12(b) in
connection with losses realized on Permitted Investments with respect to funds
held in the Collection Account.

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

                  (a) The Master Servicer shall, from time to time, make
withdrawals from the Collection Account for any of the following purposes or as
described in Section 4.03:

                  (i) to remit to the Trust Administrator for deposit in the
         Distribution Account the amounts required to be so remitted pursuant to
         Section 3.10(b) or permitted to be so remitted pursuant to the first
         sentence of Section 3.10(d);

                  (ii) subject to Section 3.16(d), to reimburse the Master
         Servicer for P&I Advances, but only to the extent of amounts received
         which represent Late Collections (net of the related Servicing Fees) of
         Monthly Payments on Mortgage Loans with respect to which such P&I
         Advances were made in accordance with the provisions of Section 4.03;

                  (iii) subject to Section 3.16(d), to pay the Master Servicer
         or any Sub- Servicer (A) any unpaid Servicing Fees, (B) any
         unreimbursed Servicing Advances with respect to each Mortgage Loan, but
         only to the extent of any Liquidation Proceeds, Insurance Proceeds or
         other amounts as may be collected by the Master Servicer from a
         Mortgagor, or otherwise received with respect to such Mortgage Loan and
         (C) any nonrecoverable Servicing Advances following the final
         liquidation of a Mortgage Loan, but only to the extent that Late
         Collections, Liquidation Proceeds and Insurance Proceeds received with
         respect to such Mortgage Loan are insufficient to reimburse the Master
         Servicer or any Sub-Servicer for such Servicing Advances;



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                  (iv) to pay to the Master Servicer as servicing compensation
         (in addition to the Servicing Fee) on the Master Servicer Remittance
         Date any interest or investment income earned on funds deposited in the
         Collection Account;

                  (v) to pay to the Master Servicer, the Depositor or the
         Seller, as the case may be, with respect to each Mortgage Loan that has
         previously been purchased or replaced pursuant to Section 2.03 or
         Section 3.16(c) all amounts received thereon subsequent to the date of
         purchase or substitution, as the case may be;

                  (vi) to reimburse the Master Servicer for any P&I Advance
         previously made which the Master Servicer has determined to be a
         Nonrecoverable P&I Advance in accordance with the provisions of Section
         4.03;

                  (vii) to reimburse the Master Servicer or the Depositor for
         expenses incurred by or reimbursable to the Master Servicer or the
         Depositor, as the case may be, pursuant to Section 6.03;

                  (viii) to reimburse the Master Servicer, the Trust
         Administrator or the Trustee, as the case may be, for expenses
         reasonably incurred in respect of the breach or defect giving rise to
         the purchase obligation under Section 2.03 or Section 2.04 of this
         Agreement that were included in the Purchase Price of the Mortgage
         Loan, including any expenses arising out of the enforcement of the
         purchase obligation;

                  (ix) to pay, or to reimburse the Master Servicer for advances
         in respect of expenses incurred in connection with any Mortgage Loan
         pursuant to Section 3.16(b); and

                  (x) to clear and terminate the Collection Account pursuant to
         Section 9.01.

                  The Master Servicer shall keep and maintain separate
accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Collection Account, to the extent held by or
on behalf of it, pursuant to subclauses (ii), (iii), (iv), (v), (vi), (viii) and
(ix) above. The Master Servicer shall provide written notification to the
Trustee and the Trust Administrator, on or prior to the next succeeding Master
Servicer Remittance Date, upon making any withdrawals from the Collection
Account pursuant to subclause (vii) above.

                  (b) The Trust Administrator shall, from time to time, make
withdrawals from the Distribution Account, for any of the following purposes,
without priority:

                  (i) to make distributions to Certificateholders in accordance
         with Section 4.01;

                  (ii) to pay to itself and the Trustee (if the Trust
         Administrator is not the Master Servicer) amounts to which each is
         entitled pursuant to Section 8.05 and any other Extraordinary Trust
         Fund Expenses;

                  (iii) to pay itself any interest income earned on funds
         deposited in the Distribution Account pursuant to Section 3.12(c);


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                  (iv) to reimburse itself pursuant to Section 7.02;

                  (v) to pay any amounts in respect of taxes pursuant to
         10.01(g)(iii);

                  (vi) [reserved];

                  (vii) to reimburse itself for any P&I Advance made by it under
         Section 7.01 (if not reimbursed by the Master Servicer) to the same
         extent the Master Servicer would be entitled to reimbursement under
         Section 3.11(a); and

                  (viii) to clear and terminate the Distribution Account
         pursuant to Section 9.01.

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

                  (a) The Master Servicer may direct any depository institution
maintaining the Collection Account (for purposes of this Section 3.12, an
"Investment Account"), and the Trust Administrator shall direct any depository
institution maintaining the Distribution Account (for purposes of this Section
3.12, also an "Investment Account"), to invest the funds in such Investment
Account in one or more Permitted Investments specified in such instruction
bearing interest or sold at a discount, and maturing, unless payable on demand,
(i) no later than the Business Day immediately preceding the date on which such
funds are required to be withdrawn from such account pursuant to this Agreement,
if a Person other than the Trust Administrator is the obligor thereon, and (ii)
no later than the date on which such funds are required to be withdrawn from
such account pursuant to this Agreement, if the Trust Administrator is the
obligor thereon. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment Account shall
be made in the name of the Trust Administrator (in its capacity as such) or in
the name of a nominee of the Trust Administrator. The Trust Administrator shall
be entitled to sole possession (except with respect to investment direction of
funds held in the Collection Account and any income and gain realized thereon)
over each such investment, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Trust Administrator or
its agent, together with any document of transfer necessary to transfer title to
such investment to the Trust Administrator or its nominee. In the event amounts
on deposit in an Investment Account are at any time invested in a Permitted
Investment payable on demand, the Trust Administrator shall:

                  (x) consistent with any notice required to be given
         thereunder, demand that payment thereon be made on the last day such
         Permitted Investment may otherwise mature hereunder in an amount equal
         to the lesser of (1) all amounts then payable thereunder and (2) the
         amount required to be withdrawn on such date; and

                  (y) demand payment of all amounts due thereunder promptly upon
         determination by a Responsible Officer of the Trust Administrator that
         such Permitted Investment would not constitute a Permitted Investment
         in respect of funds thereafter on deposit in the Investment Account.



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                  (b) All income and gain realized from the investment of funds
deposited in the Collection Account held by or on behalf of the Master Servicer,
shall be for the benefit of the Master Servicer and shall be subject to its
withdrawal in accordance with Section 3.11. The Master Servicer shall deposit in
the Collection Account the amount of any loss of principal incurred in respect
of any such Permitted Investment made with funds in such accounts immediately
upon realization of such loss.

                  (c) All income and gain realized from the investment of funds
deposited in the Distribution Account held by or on behalf of the Trust
Administrator, shall be for the benefit of the Trust Administrator and shall be
subject to its withdrawal at any time. The Trust Administrator shall remit to
the Distribution Account the amount of any loss of principal incurred in respect
of any such Permitted Investment made with funds in such accounts immediately
upon realization of such loss.

                  (d) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any
Permitted Investment, the Trust Administrator may and, subject to Section 8.01
and Section 8.02(a)(v), upon the request of the Holders of Certificates
representing more than 50% of the Voting Rights allocated to any Class of
Certificates, shall take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of appropriate
proceedings.

                  SECTION 3.13.             Maintenance of the Primary Mortgage
                                            Insurance Policies; Collections
                                            Thereunder.

                  The Master Servicer will maintain or cause the related
Sub-Servicer, if any, to maintain in full force and effect, if required under
the Mortgage Loan Purchase Agreement and to the extent available, a Primary
Mortgage Insurance Policy with respect to each Mortgage Loan so insured as of
the Closing Date (or, in the case of a Qualified Substitute Mortgage Loan, on
the date of substitution). Such coverage will be maintained with respect to each
such Mortgage Loan for so long as it is outstanding, subject to any applicable
laws or until the related Loan-to-Value Ratio is reduced to less than or equal
to 80% based on Mortgagor payments. The Master Servicer shall cause the premium
for each Primary Mortgage Insurance Policy to be paid on a timely basis and
shall pay such premium out of its own funds if it is not otherwise paid. The
Master Servicer or the related Sub- Servicer, if any, will not cancel or refuse
to renew any such Primary Mortgage Insurance Policy in effect on the Closing
Date (or, in the case of a Qualified Substitute Mortgage Loan, on the date of
substitution) that is required to be kept in force under this Agreement unless a
replacement Primary Mortgage Insurance Policy for such canceled or non-renewed
policy is obtained from and maintained with a Qualified Insurer.

                  The Master Servicer shall not take, or permit any Sub-Servicer
to take, any action which would result in non-coverage under any applicable
Primary Mortgage Insurance Policy of any loss which, but for the actions of the
Master Servicer or Sub-Servicer, would have been covered thereunder. The Master
Servicer will comply in the performance of this Agreement with all reasonable
rules and requirements of each insurer under each Primary Mortgage Insurance
Policy. In connection with any assumption and modification agreement or
substitution of liability agreement entered into or to be entered into pursuant
to Section 3.15, the Master Servicer shall promptly notify


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the insurer under the related Primary Mortgage Insurance Policy, if any, of such
assumption in accordance with the terms of such policies and shall take all
actions which may be required by such insurer as a condition to the continuation
of coverage under the Primary Mortgage Insurance Policy. If any such Primary
Mortgage Insurance Policy is terminated as a result of such assumption, the
Master Servicer or the related Sub-Servicer shall obtain a replacement Primary
Mortgage Insurance Policy as provided above.

                  In connection with its activities as administrator and
servicer of the Mortgage Loans, the Master Servicer agrees to prepare and
present, on behalf of itself, the Trustee and the Certificateholders, claims to
the insurer under any Primary Mortgage Insurance Policy in a timely fashion in
accordance with the terms of such policies and, in this regard, to take such
action as shall be necessary to permit recovery under any Primary Mortgage
Insurance Policy respecting a defaulted Mortgage Loan. Any amounts collected by
the Master Servicer under any Primary Mortgage Insurance Policy shall be
deposited in the Collection Account, subject to withdrawal pursuant to Section
3.11; and any amounts collected by the Master Servicer under any Primary
Mortgage Insurance Policy in respect of any REO Property shall be deposited in
the Collection Account, subject to withdrawal pursuant to Section 3.23. In those
cases in which a Mortgage Loan is serviced by a Sub-Servicer, the Sub-Servicer,
on behalf of itself, the Trustee, and the Certificateholders, will present
claims to the insurer under any Primary Mortgage Insurance Policy and all
collections thereunder shall be deposited initially in the Sub-Servicing
Account.

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

                  (a) The Master Servicer shall cause to be maintained for each
Mortgage Loan fire insurance with extended coverage on the related Mortgaged
Property in an amount which is at least equal to the least of (i) the current
principal balance of such Mortgage Loan, (ii) the amount necessary to fully
compensate for any damage or loss to the improvements that are a part of such
property on a replacement cost basis and (iii) the maximum insurable value of
the improvements which are a part of such Mortgaged Property, in each case in an
amount not less than such amount as is necessary to avoid the application of any
coinsurance clause contained in the related hazard insurance policy. The Master
Servicer shall also cause to be maintained fire insurance with extended coverage
on each REO Property in an amount which is at least equal to the lesser of (i)
the maximum insurable value of the improvements which are a part of such
property and (ii) the outstanding principal balance of the related Mortgage Loan
at the time it became an REO Property, plus accrued interest at the Mortgage
Rate and related Servicing Advances. The Master Servicer will comply in the
performance of this Agreement with all reasonable rules and requirements of each
insurer under any such hazard policies. Any amounts to be collected by the
Master Servicer under any such policies (other than amounts to be applied to the
restoration or repair of the property subject to the related Mortgage or amounts
to be released to the Mortgagor in accordance with the procedures that the
Master Servicer would follow in servicing loans held for its own account,
subject to the terms and conditions of the related Mortgage and Mortgage Note)
shall be deposited in the Collection Account, subject to withdrawal pursuant to
Section 3.11, if received in respect of a Mortgage Loan, or in the REO Account,
subject to withdrawal pursuant to Section 3.23, if received in respect of an REO
Property. Any cost incurred by the Master Servicer in maintaining any such
insurance shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal


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balance of the related Mortgage Loan, notwithstanding that the terms of such
Mortgage Loan so permit. Except with respect to any Mortgage Loan with a
Principal Balance in excess of $1,000,000 which is located in California, it is
understood and agreed that no earthquake or other additional insurance is to be
required of any Mortgagor other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. If the Mortgaged Property or REO Property is at any time
in an area identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Master Servicer will
cause to be maintained a flood insurance policy in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).

                  In the event that the Master Servicer shall obtain and
maintain a blanket policy with an insurer having a General Policy Rating of A:X
or better in Best's Key Rating Guide (or such other rating that is comparable to
such rating) insuring against hazard losses on all of the Mortgage Loans or REO
Properties, it shall conclusively be deemed to have satisfied its obligations as
set forth in the first two sentences of this Section 3.14, it being understood
and agreed that such policy may contain a deductible clause, in which case the
Master Servicer shall, in the event that there shall not have been maintained on
the related Mortgaged Property or REO Property a policy complying with the first
two sentences of this Section 3.14, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
prepare and present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy in a timely fashion in
accordance with the terms of such policy.

                  (b) The Master Servicer shall keep in force during the term of
this Agreement a policy or policies of insurance covering errors and omissions
for failure in the performance of the Master Servicer's obligations under this
Agreement, which policy or policies would be acceptable to Fannie Mae or Freddie
Mac if it were the purchaser of the Mortgage Loans, other than the amount of the
deductible, unless or to the extent that the Master Servicer has obtained a
waiver of such requirements from Fannie Mae or Freddie Mac. The Master Servicer
shall also maintain a fidelity bond that would meet the requirements of Fannie
Mae or Freddie Mac, other than the amount of the deductible, unless the Master
Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
Mac. The Master Servicer shall provide the Trustee (upon the Trustee's
reasonable request) with copies of certificates relating to the insurance
required pursuant to this paragraph. The Master Servicer shall be deemed to have
complied with this provision if an Affiliate of the Master Servicer has such
errors and omissions and fidelity bond coverage and, by the terms of such
insurance policy or fidelity bond, the coverage afforded thereunder extends to
the Master Servicer. Any such errors and omissions policy and fidelity bond
shall by its terms not be cancelable without thirty days' prior written notice
to the Trustee and the Trust Administrator. The Master Servicer shall also cause
each Sub-Servicer to maintain a policy of insurance covering errors and
omissions and a fidelity bond which would meet such requirements.



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

                  The Master Servicer will, to the extent it has knowledge of
any conveyance or prospective conveyance of any Mortgaged Property by any
Mortgagor (whether by absolute conveyance or by contract of sale, and whether or
not the Mortgagor remains or is to remain liable under the Mortgage Note and/or
the Mortgage), exercise its rights to accelerate the maturity of such Mortgage
Loan under the "due-on-sale" clause, if any, applicable thereto. If the Master
Servicer reasonably believes it is unable under applicable law to enforce such
"due-on-sale" clause, or if any of the other conditions set forth in the proviso
to the preceding sentence apply, the Master Servicer will enter into an
assumption and modification agreement from or with the person to whom such
property has been conveyed or is proposed to be conveyed, pursuant to which such
person becomes liable under the Mortgage Note and, to the extent permitted by
applicable state law, the Mortgagor remains liable thereon. The Master Servicer
is also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Master Servicer. In connection
with any assumption or substitution, the Master Servicer shall apply such
underwriting standards and follow such practices and procedures as shall be
normal and usual in its general mortgage servicing activities and as it applies
to other mortgage loans owned solely by it. The Master Servicer shall not take
or enter into any assumption and modification agreement, however, unless (to the
extent practicable in the circumstances) it shall have received confirmation, in
writing, of the continued effectiveness of any applicable hazard insurance
policy, or a new policy meeting the requirements of Section 3.14 is obtained.
Any fee collected by the Master Servicer in respect of an assumption or
substitution of liability agreement will be retained by the Master Servicer as
additional servicing compensation. In connection with any such assumption, no
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof. The Master Servicer
shall notify the Trustee and the Trust Administrator that any such substitution
or assumption agreement has been completed by forwarding to the Trustee (with a
copy to the Trust Administrator) the executed original of such substitution or
assumption agreement, which document shall be added to the related Mortgage File
and shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or by the terms of the
Mortgage Note or any assumption which the Master Servicer may be restricted by
law from preventing, for any reason whatever. For purposes of this Section 3.15,
the term "assumption" is deemed to also include a sale (of the Mortgaged
Property) subject to the Mortgage that is not accompanied by an assumption or
substitution of liability agreement.

                  SECTION 3.16.             Realization Upon Defaulted Mortgage
                                            Loans.



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                  (a) The Master Servicer shall, consistent with the servicing
standard set forth in Section 3.01, foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.07. The Master
Servicer shall be responsible for all costs and expenses incurred by it in any
such proceedings; provided, however, that such costs and expenses will be
recoverable as Servicing Advances by the Master Servicer as contemplated in
Section 3.11 and Section 3.23. The foregoing is subject to the provision that,
in any case in which Mortgaged Property shall have suffered damage from an
Uninsured Cause, the Master Servicer shall not be required to expend its own
funds toward the restoration of such property unless it shall determine in its
discretion that such restoration will increase the proceeds of liquidation of
the related Mortgage Loan after reimbursement to itself for such expenses.

                  (b) Notwithstanding the foregoing provisions of this Section
3.16 or any other provision of this Agreement, with respect to any Mortgage Loan
as to which the Master Servicer has received actual notice of, or has actual
knowledge of, the presence of any toxic or hazardous substance on the related
Mortgaged Property, the Master Servicer shall not, on behalf of the Trustee,
either (i) obtain title to such Mortgaged Property as a result of or in lieu of
foreclosure or otherwise, or (ii) otherwise acquire possession of, or take any
other action with respect to, such Mortgaged Property, if, as a result of any
such action, the Trustee, the Trust Fund, the Trust Administrator, the Master
Servicer or the Certificateholders would be considered to hold title to, to be a
"mortgagee-in- possession" of, or to be an "owner" or "operator" of such
Mortgaged Property within the meaning of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Master Servicer has also previously
determined, based on its reasonable judgment and a report prepared by a Person
who regularly conducts environmental audits using customary industry standards,
that:

                  (1) such Mortgaged Property is in compliance with applicable
         environmental laws or, if not, that it would be in the best economic
         interest of the Trust Fund to take such actions as are necessary to
         bring the Mortgaged Property into compliance therewith; and

                  (2) there are no circumstances present at such Mortgaged
         Property relating to the use, management or disposal of any hazardous
         substances, hazardous materials, hazardous wastes, or petroleum-based
         materials for which investigation, testing, monitoring, containment,
         clean-up or remediation could be required under any federal, state or
         local law or regulation, or that if any such materials are present for
         which such action could be required, that it would be in the best
         economic interest of the Trust Fund to take such actions with respect
         to the affected Mortgaged Property.

                  The cost of the environmental audit report contemplated by
this Section 3.23 shall be advanced by the Master Servicer, subject to the
Master Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.11(a)(ix), such right of reimbursement being prior to the
rights of Certificateholders to receive any amount in the Collection Account
received in respect of the affected Mortgage Loan or other Mortgage Loans.



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                  If the Master Servicer determines, as described above, that it
is in the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund. The cost of any such compliance,
containment, cleanup or remediation shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.11(a)(ix), such right of
reimbursement being prior to the rights of Certificateholders to receive any
amount in the Collection Account received in respect of the affected Mortgage
Loan or other Mortgage Loans.

                  (c) [Reserved].

                  (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: first, to reimburse the
Master Servicer or any Sub-Servicer for any related unreimbursed Servicing Fees,
Servicing Advances and P&I Advances, pursuant to Section 3.11(a)(ii) or
(a)(iii)(B); second, to accrued and unpaid interest on the Mortgage Loan, to the
date of the Final Recovery Determination, or to the Due Date prior to the
Distribution Date on which such amounts are to be distributed if not in
connection with a Final Recovery Determination; third, as a recovery of
principal of the Mortgage Loan; and fourth, to any other additional servicing
compensation to which the Master Servicer is entitled pursuant to Section 3.18.
If the amount of the recovery so allocated to interest is less than the full
amount of accrued and unpaid interest due on such Mortgage Loan, the amount of
such recovery will be allocated by the Master Servicer as follows: first, to
unpaid Servicing Fees; and second, to the balance of the interest then due and
owing. The portion of the recovery so allocated to unpaid Servicing Fees shall
be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.11(a)(iii)(A).

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

                  (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the Master Servicer will
immediately notify the Trustee by a certification in the form of Exhibit E-2
(which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Collection Account pursuant to Section 3.10 have been or
will be so deposited) of a Servicing Officer and shall request delivery to it of
the Mortgage File. Upon receipt of such certification and request, the Trustee
shall promptly release the related Mortgage File to the Master Servicer. No
expenses incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Collection Account or the Distribution
Account.

                  The Trustee shall, at the written request and expense of any
Certificateholder, provide a written report to such Certificateholder of all
Mortgage Files released to the Master Servicer for servicing purposes.


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                  (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee shall, upon
request of the Master Servicer and delivery to the Trustee of a Request for
Release in the form of Exhibit E-l, release the related Mortgage File to the
Master Servicer, and the Trustee shall, at the direction of the Master Servicer,
execute such documents as shall be necessary to the prosecution of any such
proceedings. Such Request for Release shall obligate the Master Servicer to
return each and every document previously requested from the Mortgage File to
the Trustee when the need therefor by the Master Servicer no longer exists,
unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Collection Account or
the Mortgage File or such document has been delivered to an attorney, or to a
public trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the foreclosure of
the Mortgaged Property either judicially or non-judicially, and the Master
Servicer has delivered to the Trustee a certificate of a Servicing Officer
certifying as to the name and address of the Person to which such Mortgage File
or such document was delivered and the purpose or purposes of such delivery.
Upon receipt of a certificate of a Servicing Officer stating that such Mortgage
Loan was liquidated and that all amounts received or to be received in
connection with such liquidation that are required to be deposited into the
Collection Account have been so deposited, or that such Mortgage Loan has become
an REO Property, a copy of the Request for Release shall be released by the
Trustee to the Master Servicer.

                  (c) Upon written certification of a Servicing Officer, the
Trustee shall execute and deliver to the Master Servicer any court pleadings,
requests for trustee's sale or other documents reasonably necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any legal
action brought to obtain judgment against any Mortgagor on the Mortgage Note or
Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law
or in equity. Each such certification shall include a request that such
pleadings or documents be executed by the Trustee and a statement as to the
reason such documents or pleadings are required and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien
of the Mortgage, except for the termination of such a lien upon completion of
the foreclosure or trustee's sale.

                  SECTION 3.18.             Servicing Compensation.

                  As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan payable solely from payments of interest in
respect of such Mortgage Loan, subject to Section 3.24. In addition, the Master
Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance
Proceeds or Liquidation Proceeds to the extent permitted by Section
3.11(a)(iii)(A) and out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.23. The right to receive the
Servicing Fee may not be transferred in whole or in part except in connection
with the transfer of all of the Master Servicer's responsibilities and
obligations under this Agreement.

                  Additional servicing compensation in the form of assumption
fees, late payment charges, prepayment charges and other similar fees and
charges shall be retained by the Master Servicer (subject to Section 3.24) only
to the extent such fees or charges are received by the Master


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Servicer. The Master Servicer shall also be entitled pursuant to Section
3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section
3.23(b) to withdraw from any REO Account, as additional servicing compensation,
interest or other income earned on deposits therein, subject to Section 3.12 and
Section 3.24. The Master Servicer shall be required to pay all expenses incurred
by it in connection with its servicing activities hereunder (including premiums
for the insurance required by Section 3.14, to the extent such premiums are not
paid by the related Mortgagors or by a Sub-Servicer, servicing compensation of
each Sub-Servicer, and to the extent provided herein in Section 8.05, the fees
and expenses of the Trustee and the Trust Administrator) and shall not be
entitled to reimbursement therefor except as specifically provided herein.

                  SECTION 3.19.             Reports to the Trustee and the Trust
                                            Administrator; Collection Account
                                            Statements.

                  Not later than fifteen days after each Distribution Date, the
Master Servicer shall forward to the Trust Administrator, upon the request of
the Trust Administrator, a statement prepared by the Master Servicer setting
forth the status of the Collection Account as of the close of business on the
last day of the calendar month relating to such Distribution Date and showing,
for the period covered by such statement, the aggregate amount of deposits into
and withdrawals from the Collection Account of each category of deposit
specified in Section 3.10(a) and each category of withdrawal specified in
Section 3.11. Such statement may be in the form of the then current Fannie Mae
Monthly Accounting Report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate of the outstanding principal balances of all of the Mortgage Loans as
of the last day of the calendar month immediately preceding such Distribution
Date. Copies of such statement shall be provided by the Trust Administrator to
any Certificateholder and to any Person identified to the Trust Administrator as
a prospective transferee of a Certificate, upon the request and at the expense
of the requesting party, provided such statement is delivered by the Master
Servicer to the Trust Administrator.

                  SECTION 3.20.             Statement as to Compliance.

                  The Master Servicer will deliver to the Trust Administrator,
the Trustee, the Depositor and the Rating Agencies (in electronic format) on or
before March 15th of each calendar year commencing in 2003, an Officers'
Certificate stating, as to each signatory thereof, that (i) a review of the
activities of the Master Servicer during the preceding year and of performance
under this Agreement has been made under such officers' supervision and (ii) to
the best of such officers' knowledge, based on such review, the Master Servicer
has fulfilled all of its obligations under this Agreement throughout such year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and status
thereof. Copies of any such statement shall be provided by the Trust
Administrator to any Certificateholder and to any Person identified to the Trust
Administrator as a prospective transferee of a Certificate, upon the request and
at the expense of the requesting party, provided that such statement is
delivered by the Master Servicer to the Trust Administrator.

                  SECTION 3.21.             Independent Public Accountants'
                                            Servicing Report.



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                  Not later than March 15th of each calendar year commencing in
2003, the Master Servicer, at its expense, shall cause a nationally recognized
firm of independent certified public accountants to furnish to the Master
Servicer a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Master Servicer which
includes an assertion that the Master Servicer has complied with certain minimum
residential mortgage loan servicing standards, identified in the Uniform Single
Attestation Program for Mortgage Bankers established by the Mortgage Bankers
Association of America, with respect to the servicing of residential mortgage
loans during the most recently completed fiscal year and (ii) on the basis of an
examination conducted by such firm in accordance with standards established by
the American Institute of Certified Public Accountants, such representation is
fairly stated in all material respects, subject to such exceptions and other
qualifications that may be appropriate. In rendering its report such firm may
rely, as to matters relating to the direct servicing of residential mortgage
loans by Sub- Servicers, upon comparable reports of firms of independent
certified public accountants rendered on the basis of examinations conducted in
accordance with the same standards (rendered within one year of such report)
with respect to those Sub-Servicers. Immediately upon receipt of such report,
the Master Servicer shall furnish in electronic format the information contained
in such report to the Trustee, the Trust Administrator and the Rating Agencies.
Copies of such statement shall be provided by the Trust Administrator to any
Certificateholder upon request at the Master Servicer's expense, provided that
such statement is delivered by the Master Servicer to the Trust Administrator.
In the event such firm of independent certified public accountants requires the
Trust Administrator to agree to the procedures performed by such firm, the
Master Servicer shall direct the Trust Administrator in writing to so agree; it
being understood and agreed that the Trust Administrator will deliver such
letter of agreement in conclusive reliance upon the direction of the Master
Servicer, and the Trust Administrator has not made any independent inquiry or
investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.

                  SECTION 3.22.             Access to Certain Documentation.

                  The Master Servicer shall provide to the Office of the
Controller of the Currency, the Office of Thrift Supervision, the FDIC, and any
other federal or state banking or insurance regulatory authority that may
exercise authority over any Certificateholder, access to the documentation
regarding the Mortgage Loans required by applicable laws and regulations. Such
access shall be afforded without charge, but only upon reasonable request and
during normal business hours at the offices of the Master Servicer designated by
it. In addition, access to the documentation regarding the Mortgage Loans to the
extent required pursuant to applicable laws and regulations will be provided to
such Certificateholder, the Trustee, the Trust Administrator and to any Person
identified to the Master Servicer as a prospective transferee of a Certificate,
upon reasonable request during normal business hours at the offices of the
Master Servicer designated by it at the expense of the Person requesting such
access. Notwithstanding anything to the contrary in this Agreement, no
personally identifiable personal information with respect to any Mortgagor shall
be provided to, or on behalf of, any Certificateholder or other Person except as
required by law.

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

                  (a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Trustee, or its nominee, in trust for the benefit of
the Certificateholders. The Master Servicer,


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on behalf of the Trust Fund and consistent with the servicing standard set forth
in Section 3.01, shall either sell any REO Property before the close of the
third taxable year following the year the Trust Fund acquires ownership of such
REO Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three- year grace period would otherwise expire, an extension of the three-year
grace period, unless the Master Servicer shall have delivered to the Trustee,
the Trust Administrator and the Depositor an Opinion of Counsel, addressed to
the Trustee, the Trust Administrator and the Depositor, to the effect that the
holding by the Trust Fund of such REO Property subsequent to three years after
its acquisition will not result in the imposition on REMIC I of taxes on
"prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause REMIC I to fail to qualify as a REMIC under Federal law at any time that
any Certificates are outstanding. The Master Servicer shall, consistent with the
servicing standard set forth in Section 3.01, manage, conserve, protect and
operate each REO Property for the Certificateholders solely for the purpose of
its prompt disposition and sale in a manner which does not cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code or result in the receipt by REMIC I of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code, or any "net income from foreclosure property" which is subject to
taxation under the REMIC Provisions.

                  (b) The Master Servicer shall segregate and hold all funds
collected and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets and shall establish and
maintain with respect to REO Properties an account held in trust for the Trustee
for the benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

                  (c) The Master Servicer shall have full power and authority,
subject only to the servicing standard set forth in Section 3.01 and the
specific requirements and prohibitions of this Agreement, to do any and all
things in connection with any REO Property as are consistent with the manner in
which the Master Servicer manages and operates similar property owned by the
Master Servicer or any of its Affiliates, all on such terms and for such period
as the Master Servicer deems to be in the best interests of Certificateholders.
In connection therewith, the Master Servicer shall deposit, or cause to be
deposited in the clearing account(s) in which it customarily deposits payments
and collections on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than two Business Days after
the Master Servicer's receipt thereof, and shall thereafter deposit in the REO
Account, in no event more than one Business Day after the deposit of such funds
into the clearing account(s), all revenues received by it with respect to an REO
Property and shall withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without limitation:

                  (i) all insurance premiums due and payable in respect of such
         REO Property;

                  (ii) all real estate taxes and assessments in respect of such
         REO Property that may result in the imposition of a lien thereon; and


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                  (iii) all costs and expenses necessary to maintain such REO
         Property.

                  To the extent that amounts on deposit in the REO Account with
respect to an REO Property are insufficient for the purposes set forth in
clauses (i) through (iii) above with respect to such REO Property, the Master
Servicer shall, consistent with the servicing standard set forth in Section
3.01, advance from its own funds such amount as is necessary for such purposes
if, but only if, the Master Servicer would make such advances if the Master
Servicer owned the REO Property and if in the Master Servicer's judgment, the
payment of such amounts will be recoverable from the rental or sale of the REO
Property.

                  Notwithstanding the foregoing, none of the Master Servicer or
the Trustee shall:

                  (i) authorize the Trust Fund to enter into, renew or extend
         any New Lease with respect to any REO Property, if the New Lease by its
         terms will give rise to any income that does not constitute Rents from
         Real Property;

                  (ii) authorize any amount to be received or accrued under any
         New Lease other than amounts that will constitute Rents from Real
         Property;

                  (iii) authorize any construction on any REO Property, other
         than the completion of a building or other improvement thereon, and
         then only if more than ten percent of the construction of such building
         or other improvement was completed before default on the related
         Mortgage Loan became imminent, all within the meaning of Section
         856(e)(4)(B) of the Code; or

                  (iv) authorize any Person to Directly Operate any REO Property
         on any date more than 90 days after its date of acquisition by the
         Trust Fund; unless, in any such case, the Master Servicer has obtained
         an Opinion of Counsel, provided to the Trustee and the Trust
         Administrator, to the effect that such action will not cause such REO
         Property to fail to qualify as "foreclosure property" within the
         meaning of Section 860G(a)(8) of the Code at any time that it is held
         by the Trust Fund, in which case the Master Servicer may take such
         actions as are specified in such Opinion of Counsel.

                  The Master Servicer may contract with any Independent
Contractor for the operation and management of any REO Property, provided that:

                  (i) the terms and conditions of any such contract shall not be
         inconsistent herewith;

                  (ii) any such contract shall require, or shall be administered
         to require, that the Independent Contractor pay all costs and expenses
         incurred in connection with the operation and management of such REO
         Property, including those listed above and remit all related revenues
         (net of such costs and expenses) to the Master Servicer as soon as
         practicable, but in no event later than thirty days following the
         receipt thereof by such Independent Contractor;



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                  (iii) none of the provisions of this Section 3.23(c) relating
         to any such contract or to actions taken through any such Independent
         Contractor shall be deemed to relieve the Master Servicer of any of its
         duties and obligations to the Trustee on behalf of the
         Certificateholders with respect to the operation and management of any
         such REO Property; and

                  (iv) the Master Servicer shall be obligated with respect
         thereto to the same extent as if it alone were performing all duties
         and obligations in connection with the operation and management of such
         REO Property.

                  The Master Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related to
its duties and obligations hereunder for indemnification of the Master Servicer
by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. The Master Servicer shall be solely liable
for all fees owed by it to any such Independent Contractor, irrespective of
whether the Master Servicer's compensation pursuant to Section 3.18 is
sufficient to pay such fees.

                  (d) In addition to the withdrawals permitted under Section
3.23(c), the Master Servicer may from time to time make withdrawals from the REO
Account for any REO Property: (i) to pay itself or any Sub-Servicer unpaid
Servicing Fees in respect of the related Mortgage Loan; and (ii) to reimburse
itself or any Sub-Servicer for unreimbursed Servicing Advances and P&I Advances
made in respect of such REO Property or the related Mortgage Loan. Any income
from the related REO Property received during any calendar months prior to a
Final Recovery Determination, net of any withdrawals made pursuant to Section
3.23(c) or this Section 3.23(d), shall be withdrawn by the Master Servicer from
each REO Account maintained by it and deposited into the Distribution Account in
accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date
relating to a Final Recovery Determination with respect to such Mortgage Loan,
for distribution on the related Distribution Date in accordance with Section
4.01.

                  (e) Subject to the time constraints set forth in Section
3.23(a) and consistent with the servicing standard set forth in Section 3.01,
each REO Disposition shall be carried out by the Master Servicer at such price
and upon such terms and conditions as the Master Servicer shall deem necessary
or advisable, as shall be normal and usual in its general servicing activities
for similar properties.

                  (f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related Mortgage Loan
and net of any payment or reimbursement to the Master Servicer or any
Sub-Servicer as provided above, shall be deposited in the Distribution Account
in accordance with Section 3.10(d)(ii) on the Master Servicer Remittance Date in
the month following the receipt thereof for distribution on the related
Distribution Date in accordance with Section 4.01. Any REO Disposition shall be
for cash only (unless changes in the REMIC Provisions made subsequent to the
Startup Day allow a sale for other consideration).

                  (g) The Master Servicer shall file information returns with
respect to the receipt of mortgage interest received in a trade or business,
reports of foreclosures and abandonments of any Mortgaged Property and
cancellation of indebtedness income with respect to any Mortgaged Property


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as required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
reports shall be in form and substance sufficient to meet the reporting
requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.

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

                  The Master Servicer shall deliver to the Trust Administrator
for deposit into the Distribution Account on or before 3:00 p.m. New York time
on the Master Servicer Remittance Date from its own funds an amount equal to the
lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the
related Distribution Date resulting from full or partial Principal Prepayments
during the related Prepayment Period and (ii) the amount of its aggregate
Servicing Fee for the most recently ended calendar month.

                  SECTION 3.25.             Obligations of the Master Servicer
                                            in Respect of Monthly Payments.

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Stated Principal Balances that were made by the Master Servicer
in a manner not consistent with the terms of the related Mortgage Note and this
Agreement, the Master Servicer, upon discovery or receipt of notice thereof,
immediately shall deliver to the Trust Administrator for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Depositor and any successor master servicer in respect of any
such liability. Such indemnities shall survive the termination or discharge of
this Agreement.





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                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

                  SECTION 4.01.             Distributions.

                  (a)(1) On each Distribution Date, the Trust Administrator
shall withdraw from the Distribution Account an amount equal to the Available
Distribution Amount and distribute the following amounts, in the following order
of priority:

                  (i) concurrently, to distributions of interest in respect of
         the Class A Certificates, on a PRO RATA basis based on the entitlement
         of each such Class, in an amount equal to the Senior Interest
         Distribution Amount in respect of such Certificates for such
         Distribution Date;

                  (ii) to the extent of the Senior Principal Distribution
         Amount, to distributions of principal to the Class A Certificates
         (applied to reduce the Certificate Principal Balance of such
         Certificates), until the Certificate Principal Balance of the Class A
         Certificates has been reduced to zero;

                  (iii) to distributions of interest in respect of the
         Subordinate Certificates, in an amount (allocable among such
         Certificates PRO RATA in accordance with the respective amounts payable
         as to each pursuant to this clause (iii), in the order of priority from
         the Class of Subordinate Certificates with the lowest numerical
         designation to the Class of Subordinate Certificates with the highest
         numerical designation entitled to a distribution of interest pursuant
         to this clause (iii)) equal to the aggregate of the Interest
         Distribution Amounts in respect of such Certificates for such
         Distribution Date;

                  (iv) to the Holders of the Classes of the Subordinate
         Certificates, an aggregate amount equal to the Subordinate Principal
         Distribution Amount for such Distribution Date (applied to reduce the
         Certificate Principal Balances of such Certificates), allocable among
         the Classes of Subordinate Certificates PRO RATA in accordance with the
         respective amounts payable as to each such Class pursuant to the
         priorities and amounts set forth in Section 4.01(b)(i);

                  (v) to the Excess Diverted Interest Reserve Account, the
         Excess Diverted Interest Reserve Amount, if any, and

                  (vi) to the Holders of the Class R Certificates, any remaining
         amounts.

                  (2) All references above to the Certificate Principal Balance
of any Class of Certificates shall be to the Certificate Principal Balance of
such Class prior to the allocation of Extraordinary Trust Fund Expenses and
Realized Losses, in each case allocated to such Class of Certificates, on such
Distribution Date pursuant to Section 4.04.



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                  (b)(i) On each Distribution Date, the aggregate distributions
of principal made on such date in respect of the Subordinate Certificates
pursuant to Section 4.01(a)(1)(iv) above shall be applied among the various
Classes thereof, in the order of priority from the Class of Subordinate
Certificates with the lowest numerical designation to the Class of Subordinate
Certificates with the highest numerical designation, in each case to the extent
of remaining available funds up to the amount allocable to such Class for such
Distribution Date and in each case until the Certificate Principal Balance of
each such Class is reduced to zero, in an amount with respect to each such Class
equal to the sum of (X) the related Class B Percentage of the amounts described
in clauses (i) through (v) of clause (a) of the definition of Subordinate
Principal Distribution Amount, (Y) the portion of the amounts described in
clauses (b) and (c) of the definition of Subordinate Principal Distribution
Amount allocable to such Class pursuant to Section 4.01(b)(ii) below and (Z) the
excess, if any, of the amount required to be distributed to such Class pursuant
to this Section 4.01(b)(i) for the immediately preceding Distribution Date, over
the aggregate distributions of principal made in respect of such Class of
Certificates on such immediately preceding Distribution Date pursuant to Section
4.01 to the extent that any such excess is not attributable to Realized Losses
which were allocated to Subordinate Certificates with a lower priority pursuant
to Section 4.04.

                  (ii) On any Distribution Date, the portion of (a) all net
Liquidation Proceeds and Insurance Proceeds with respect to any Mortgage Loans
that were the subject of a Final Recovery Determination in the related
Prepayment Period and (b) all Principal Prepayments received in respect of the
Mortgage Loans in the related Prepayment Period, allocable to principal and not
included in the Senior Principal Distribution Amount, will be allocated on a PRO
RATA basis among the following Classes of Subordinate Certificates (each, an
"Eligible Class") in proportion to the respective outstanding Certificate
Principal Balances thereof: (i) the Class B-1 Certificates, (ii) the Class B-2
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-2 Certificates, the Class B-3
Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the
Class B-6 Certificates equals or exceeds 2.55% before giving effect to
distributions on such Distribution Date, (iii) the Class B-3 Certificates, if on
such Distribution Date the aggregate percentage interest in the Trust Fund
evidenced by the Class B-3 Certificates, the Class B-4 Certificates, the Class
B-5 Certificates and the Class B-6 Certificates equals or exceeds 1.70% before
giving effect to distributions on such Distribution Date, (iv) the Class B-4
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-4 Certificates, the Class B-5
Certificates and the Class B-6 Certificates equals or exceeds 1.20% before
giving effect to distributions on such Distribution Date, (v) the Class B-5
Certificates, if on such Distribution Date the aggregate percentage interest in
the Trust Fund evidenced by the Class B-5 Certificates and the Class B-6
Certificates equals or exceeds 0.70% before giving effect to distributions on
such Distribution Date and (vi) the Class B-6 Certificates, if on such
Distribution Date the percentage interest in the Trust Fund evidenced by the
Class B-6 Certificates equals or exceeds 0.40% before giving effect to
distributions on such Distribution Date. Notwithstanding the foregoing, if the
application of the foregoing on any Distribution Date as provided in Section
4.01 would result in a distribution in respect of principal to any Class or
Classes of Subordinate Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such Class, a "Maturing Class") then:
(a) the amount to be allocated to each Maturing Class shall be reduced to a
level that, when applied as described above, would exactly reduce the
Certificate Principal Balance of such Class to zero and (b) the total amount of
the reductions pursuant to clause (a) above in the amount to be allocated to the
Maturing Class or Classes shall be allocated among


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the remaining Eligible Classes on a PRO RATA basis in proportion to the
respective outstanding Certificate Principal Balances thereof prior to the
allocation thereto of any of the amounts described in the preceding sentence.
Furthermore, if a Class of Class B Certificates is not an Eligible Class, any
amounts allocable to principal and distributable pursuant to this Section
4.01(b)(ii) will be distributed among the Class B Certificates that are Eligible
Classes in the manner set forth above.

                  (c) All distributions made with respect to each Class of
Certificates on each Distribution Date shall be allocated PRO RATA among the
outstanding Certificates in such Class based on their respective Percentage
Interests. Payments in respect of each Class of Certificates on each
Distribution Date will be made to the Holders of the respective Class of record
on the related Record Date (except as otherwise provided in Section 4.01(e) or
Section 9.01 respecting the final distribution on such Class), based on the
aggregate Percentage Interest represented by their respective Certificates, and
shall be made by wire transfer of immediately available funds to the account of
any such Holder at a bank or other entity having appropriate facilities
therefor, if such Holder shall have so notified the Trust Administrator in
writing at least five Business Days prior to the Record Date immediately prior
to such Distribution Date and with respect to any Class of Certificates other
than the Residual Certificates is the registered owner of Certificates having an
initial aggregate Certificate Principal Balance that is in ex2cess of the lesser
of (i) $5,000,000 or (ii) two-thirds of the initial Certificate Principal
Balance of such Class of Certificates, or otherwise by check mailed by first
class mail to the address of such Holder appearing in the Certificate Register.
The final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the Corporate Trust Office
or such other location specified in the notice to Certificateholders of such
final distribution.

                  Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the Trust
Administrator, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

                  (d) The rights of the Certificateholders to receive
distributions in respect of the Certificates, and all interests of the
Certificateholders in such distributions, shall be as set forth in this
Agreement. None of the Holders of any Class of Certificates, the Trust
Administrator, the Trustee or the Master Servicer shall in any way be
responsible or liable to the Holders of any other Class of Certificates in
respect of amounts properly previously distributed on the Certificates.

                  (e) Except as otherwise provided in Section 9.01, whenever the
Trust Administrator expects that the final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the Trust
Administrator shall, no later than five days after the related Determination
Date, mail on such date to each Holder of such Class of Certificates a notice to
the effect that:



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                  (i) the Trust Administrator expects that the final
         distribution with respect to such Class of Certificates will be made on
         such Distribution Date, but only upon presentation and surrender of
         such Certificates at the office of the Trust Administrator therein
         specified, and

                  (ii) no interest shall accrue on such Certificates from and
         after the end of the related Interest Accrual Period.

                  Any funds not distributed to any Holder or Holders of
Certificates of such Class on such Distribution Date because of the failure of
such Holder or Holders to tender their Certificates shall, on such date, be set
aside and held in trust by the Trust Administrator and credited to the account
of the appropriate non-tendering Holder or Holders. If any Certificates as to
which notice has been given pursuant to this Section 4.01(e) shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trust Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, the Trust Administrator shall, directly or
through an agent, mail a final notice to remaining non-tendering
Certificateholders concerning surrender of their Certificates and shall continue
to hold any remaining funds for the benefit of non-tendering Certificateholders.
The costs and expenses of maintaining the funds in trust and of contacting such
Certificateholders shall be paid out of the assets remaining in such trust fund.
If within one year after the final notice any such Certificates shall not have
been surrendered for cancellation, the Trust Administrator shall pay to Salomon
Smith Barney Inc. all such amounts, and all rights of non-tendering
Certificateholders in or to such amounts shall thereupon cease. No interest
shall accrue or be payable to any Certificateholder on any amount held in trust
by the Trust Administrator as a result of such Certificateholder's failure to
surrender its Certificate(s) for final payment thereof in accordance with this
Section 4.01(e).

                  SECTION 4.02.             Statements to Certificateholders.

                  On each Distribution Date, based, as applicable, on
information provided to it by the Master Servicer, the Trust Administrator shall
prepare and make available to each Holder of the Regular Certificates, the
Master Servicer, the Trustee and the Rating Agencies, a statement as to the
distributions to be made on such Distribution Date setting forth the following:

                  (i) the amount of the distribution made on such Distribution
         Date to the Holders of Certificates of each such Class allocable to
         principal;

                  (ii) the amount of the distribution made on such Distribution
         Date to the Holders of Certificates of each such Class allocable to
         interest;

                  (iii) the aggregate amount of servicing compensation received
         by the Master Servicer during the related Due Period and such other
         customary information as the Trust Administrator deems necessary or
         desirable, or which a Certificateholder reasonably requests, to enable
         Certificateholders to prepare their tax returns;



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                  (iv) the aggregate amount of P&I Advances for each Loan Group
         for such Distribution Date;

                  (v) the aggregate Stated Principal Balance of the Mortgage
         Loans and any REO Properties in each Loan Group at the close of
         business on such Distribution Date;

                  (vi) the number, aggregate principal balance, weighted average
         remaining term to maturity and weighted average Mortgage Rate of the
         Mortgage Loans in each Loan Group as of the related Due Date;

                  (vii) the number and aggregate unpaid principal balance of
         Mortgage Loans in each Loan Group that are (a) delinquent 30 to 59
         days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in
         each case, as of the last day of the preceding calendar month, (d) as
         to which foreclosure proceedings have been commenced and (e) with
         respect to which the related Mortgagor has filed for protection under
         applicable bankruptcy laws, with respect to whom bankruptcy proceedings
         are pending or with respect to whom bankruptcy protection is in force;

                  (viii) with respect to any Mortgage Loan in any Loan Group
         that became an REO Property during the preceding calendar month, the
         loan number of such Mortgage Loan, the unpaid principal balance and the
         Stated Principal Balance of such Mortgage Loan as of the date it became
         an REO Property;

                  (ix) the book value and the Stated Principal Balance of any
         REO Property as of the close of business on the last Business Day of
         the calendar month preceding the Distribution Date;

                  (x) the aggregate amount of Principal Prepayments made during
         the related Prepayment Period;

                  (xi) the aggregate amount of Realized Losses with respect to
         the Mortgage Loans in each Loan Group incurred during the related
         Prepayment Period (or, in the case of Bankruptcy Losses allocable to
         interest, during the related Due Period), separately identifying
         whether such Realized Losses constituted Fraud Losses, Special Hazard
         Losses or Bankruptcy Losses;

                  (xii) the aggregate amount of Extraordinary Trust Fund
         Expenses withdrawn from the Collection Account or the Distribution
         Account for such Distribution Date;

                  (xiii) the aggregate Certificate Principal Balance of each
         such Class of Certificates, after giving effect to the distributions,
         and allocations of Realized Losses and Extraordinary Trust Fund
         Expenses, made on such Distribution Date, separately identifying any
         reduction thereof due to allocations of Realized Losses and
         Extraordinary Trust Fund Expenses;

                  (xiv) the Certificate Factor for each such Class of
         Certificates applicable to such Distribution Date;


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                  (xv) the Interest Distribution Amount in respect of each such
         Class of Certificates for such Distribution Date (separately
         identifying any reductions in the case of Subordinate Certificates
         resulting from the allocation of Realized Losses allocable to interest
         and Extraordinary Trust Fund Expenses on such Distribution Date) and
         the respective portions thereof, if any, remaining unpaid following the
         distributions made in respect of such Certificates on such Distribution
         Date;

                  (xvi) the aggregate amount of any Prepayment Interest
         Shortfalls for such Distribution Date, to the extent not covered by
         payments by the Master Servicer pursuant to Section 3.24;

                  (xvii) the aggregate amount of Relief Act Interest Shortfalls
         for such Distribution Date;

                  (xviii) the then-applicable Bankruptcy Amount, Fraud Loss
         Amount, and Special Hazard Amount;

                  (xix) with respect to any Mortgage Loan as to which
         foreclosure proceedings have been concluded, the loan number and unpaid
         principal balance of such Mortgage Loan as of the date of such
         conclusion of foreclosure proceedings; and

                  (xx) with respect to Mortgage Loans as to which a Final
         Liquidation has occurred, the number of Mortgage Loans, the unpaid
         principal balance of such Mortgage Loans as of the date of such Final
         Liquidation and the amount of proceeds (including Liquidation Proceeds
         and Insurance Proceeds) collected in respect of such Mortgage Loans.

                  In the case of information furnished pursuant to subclauses
(i) through (iii) above, the amounts shall be expressed as a dollar amount per
Single Certificate of the relevant Class.

                  The Trust Administrator will make the monthly statements
described above (and, at its option, any additional files containing the same
information in an alternative format) available each month to
Certificateholders, and other parties to the Pooling and Servicing Agreement via
the Trust Administrator's internet website. The Trust Administrator's internet
website shall initially be located at "www.sf.citidirect.com." Assistance in
using the website can be obtained by calling the Trust Administrator at (212)
657-7781. The Trust Administrator shall have the right to change the way monthly
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trust Administrator shall
provide timely and adequate notification to all the parties regarding any such
changes.

                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall forward to each Person who at any
time during the calendar year was a Holder of a Regular Certificate a statement
containing the information set forth in subclauses (i) through (iii) above,
aggregated for such calendar year or applicable portion thereof during which
such person was a Certificateholder. Such obligation of the Trust Administrator
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Trust Administrator pursuant to
any requirements of the Code as from time to time are in force.


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                  Within a reasonable period of time after the end of each
calendar year, the Trust Administrator shall forward to each Person who at any
time during the calendar year was a Holder of a Residual Certificate a statement
setting forth the amount, if any, actually distributed with respect to the
Residual Certificates, as appropriate, aggregated for such calendar year or
applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trust Administrator shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
prepared by the Trust Administrator and furnished to such Holders pursuant to
the rules and regulations of the Code as are in force from time to time.

                  Upon request, the Trust Administrator shall forward to each
Certificateholder, during the term of this Agreement, such periodic, special, or
other reports or information, whether or not provided for herein, as shall be
reasonable with respect to the Certificateholder, or otherwise with respect to
the purposes of this Agreement, all such reports or information to be provided
at the expense of the Certificateholder in accordance with such reasonable and
explicit instructions and directions as the Certificateholder may provide. For
purposes of this Section 4.02, the Trust Administrator's duties are limited to
the extent that the Trust Administrator receives timely reports as required from
the Master Servicer and the Trustee's duties are limited to the extent that the
Trustee receives timely reports as required from the Trust Administrator.

                  On each Distribution Date, the Trust Administrator shall
provide Bloomberg Financial Markets, L.P. ("Bloomberg") cusip level factors for
each class of Certificates as of such Distribution Date, using a format and
media mutually acceptable to the Trust Administrator and Bloomberg.

                  SECTION 4.03.             Remittance Reports; P&I Advances.

                  (a) On the Business Day following the Determination Date, the
Master Servicer shall deliver to the Trust Administrator by facsimile (or by
such other means as the Master Servicer, the Trust Administrator and the Trustee
may agree from time to time) a Remittance Report with respect to the related
Distribution Date. Such Remittance Report will include (i) the amount of P&I
Advances to be made by the Master Servicer in respect of the related
Distribution Date, the aggregate amount of P&I Advances outstanding after giving
effect to such P&I Advances, and the aggregate amount of Nonrecoverable P&I
Advances in respect of such Distribution Date and (ii) such other information,
reasonably available to the Master Servicer, with respect to the Mortgage Loans
as the Trust Administrator may reasonably require to perform the calculations
necessary to make the distributions contemplated by Section 4.01 and to prepare
the statements to Certificateholders contemplated by Section 4.02. Neither the
Trustee nor the Trust Administrator shall be responsible to recompute,
recalculate or verify any information provided to it by the Master Servicer.

                  (b) The amount of P&I Advances to be made by the Master
Servicer for any Distribution Date shall equal, subject to Section 4.03(d), the
sum of (i) the aggregate amount of Monthly Payments (with each interest portion
thereof net of the related Servicing Fee), due on the related Due Date in
respect of the Mortgage Loans, which Monthly Payments were delinquent as of the
close of business on the related Determination Date and (ii) with respect to
each REO Property, which REO Property was acquired during or prior to the
related Due Period and as to which REO Property an REO Disposition did not occur
during the related Due Period, an amount equal to the


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excess, if any, of the REO Imputed Interest on such REO Property for the most
recently ended calendar month, over the net income from such REO Property
transferred to the Distribution Account pursuant to Section 3.23 for
distribution on such Distribution Date.

                  On or before 3:00 p.m. New York time on the Master Servicer
Remittance Date, the Master Servicer shall remit in immediately available funds
to the Trust Administrator for deposit in the Distribution Account an amount
equal to the aggregate amount of P&I Advances, if any, to be made in respect of
the Mortgage Loans and REO Properties for the related Distribution Date either
(i) from its own funds or (ii) from the Collection Account, to the extent of
funds held therein for future distribution (in which case, it will cause to be
made an appropriate entry in the records of Collection Account that amounts held
for future distribution have been, as permitted by this Section 4.03, used by
the Master Servicer in discharge of any such P&I Advance) or (iii) in the form
of any combination of (i) and (ii) aggregating the total amount of P&I Advances
to be made by the Master Servicer with respect to the Mortgage Loans and REO
Properties. Any amounts held for future distribution and so used shall be
appropriately reflected in the Master Servicer's records and replaced by the
Master Servicer by deposit in the Collection Account on or before any future
Master Servicer Remittance Date to the extent that the Available Distribution
Amount for the related Distribution Date (determined without regard to P&I
Advances to be made on the Master Servicer Remittance Date) shall be less than
the total amount that would be distributed to the Classes of Certificateholders
pursuant to Section 4.01 on such Distribution Date if such amounts held for
future distributions had not been so used to make P&I Advances. The Trust
Administrator will provide notice to the Master Servicer by telecopy by the
close of business on the Master Servicer Remittance Date in the event that the
amount remitted by the Master Servicer to the Trust Administrator on such Master
Servicer Remittance Date is less than the P&I Advances required to be made by
the Master Servicer for the related Distribution Date.

                  (c) The obligation of the Master Servicer to make such P&I
Advances is mandatory, notwithstanding any other provision of this Agreement but
subject to (d) below, and, with respect to any Mortgage Loan or REO Property,
shall continue until a Final Recovery Determination in connection therewith or
the removal thereof from REMIC I pursuant to any applicable provision of this
Agreement, except as otherwise provided in this Section.

                  (d) Notwithstanding anything herein to the contrary, no P&I
Advance shall be required to be made hereunder by the Master Servicer if such
P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. The
determination by the Master Servicer that it has made a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be evidenced by an Officers' Certificate of
the Master Servicer delivered to the Depositor, the Trust Administrator and the
Trustee.

                  SECTION 4.04.             Allocation of Extraordinary Trust
                                            Fund Expenses and Realized Losses.

                  (a) Prior to each Distribution Date, the Master Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Fraud Losses or Special Hazard


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Losses; and (iii) the respective portions of such Realized Losses allocable to
interest and allocable to principal. Prior to each Distribution Date, the Master
Servicer shall also determine as to each Mortgage Loan: (A) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Prepayment Period; and (B) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers' Certificate delivered to the Trust
Administrator and the Trustee by the Master Servicer prior to the Determination
Date immediately following the end of (x) in the case of Bankruptcy Losses
allocable to interest, the Due Period during which any such Realized Loss was
incurred, and (y) in the case of all other Realized Losses, the Prepayment
Period during which any such Realized Loss was incurred.

                  (b) With respect to the REMIC I Regular Interests, all
Realized Losses shall be applied after all distributions pursuant to Section
4.08 have been made on each Distribution Date first, so as to keep the
Uncertificated Balance of each REMIC I Regular Interest ending with the
designation "B" equal to 0.01% of the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group; second, to each REMIC I Regular
Interest ending with the designation "A," so that the Uncertificated Balance of
each such REMIC I Regular Interest is equal to 0.01% of the excess of (x) the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan
Group over (y) the Certificate Principal Balance of the Senior Certificates in
the related Loan Group (except that if any such excess is a larger number than
in the preceding distribution period, the least amount of Realized Losses shall
be applied to such REMIC I Regular Interests such that the REMIC I Subordinated
Balance Ratio is maintained); and third, any remaining Realized Losses shall be
allocated to REMIC I Regular Interest LT-ZZ.

                  All Realized Losses on the Mortgage Loans (other than Excess
Losses) shall be allocated by the Trust Administrator on each Distribution Date
as follows: first, to the Class B-6 Certificates; second, to the Class B-5
Certificates; third, to the Class B-4 Certificates; fourth, to the Class B-3
Certificates; fifth, to the Class B-2 Certificates; and sixth, to the Class B-1
Certificates, in each case until the Certificate Principal Balance thereof has
been reduced to zero. Thereafter, upon the reduction of the Certificate
Principal Balances of the Subordinate Certificates to zero, all Realized Losses
will be allocated on any Distribution Date first, to any amounts on deposit in
the Excess Diverted Interest Reserve Account and second, to the Class A-1
Certificates, if the Realized Loss is on a Group I Mortgage Loan, to the Class
A-2 Certificates, if the Realized Loss is on a Group II Mortgage Loan, to the
Class A-3 Certificates, if the Realized Loss is on a Group III Mortgage Loan and
to the Class A-4 Certificates, if the Realized Loss is on a Group IV Mortgage
Loan. If a Realized Loss is allocated to the Excess Diverted Interest Reserve
Account, the Trustee shall pay the Group I Excess Diverted Interest Reserve
Deposit, the Group II Excess Diverted Interest Reserve Deposit, the Group III
Excess Diverted Interest Reserve Deposit or the Group IV Excess Diverted
Interest Reserve Deposit, as applicable, to the Available Distribution Amount to
which the Realized Loss relates.

                  With respect to the Mortgage Loans in any Loan Group, Excess
Losses will be allocated on any Distribution Date among all the related Classes
of Regular Certificates on a PRO RATA basis.


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                  Extraordinary Trust Fund Expenses shall be allocated by the
Trust Administrator on each Distribution Date as follows: first, to the Class
B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class B-4
Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class B-2
Certificates; and sixth, to the Class B-1 Certificates, in each case until the
Certificate Principal Balance thereof has been reduced to zero. Thereafter, upon
the reduction of the Certificate Principal Balances of the Subordinate
Certificates to zero, such Extraordinary Trust Fund Expenses shall be allocated
among the Class A Certificates on a PRO RATA basis.

                  As used herein, an allocation of a Realized Loss or
Extraordinary Trust Fund Expense on a "PRO RATA basis" among two or more
specified Classes of Certificates means an allocation on a PRO RATA basis, among
the various Classes so specified, to each such Class of Certificates on the
basis of their then outstanding Certificate Principal Balances prior to giving
effect to distributions to be made on such Distribution Date. All Realized
Losses and all other losses allocated to a Class of Certificates hereunder will
be allocated among the Certificates of such Class in proportion to the
Percentage Interests evidenced thereby.

                  (c) Notwithstanding anything to the contrary herein, in no
event shall the Certificate Principal Balance of a Class A Certificate be
reduced more than once in respect of any particular amount both (i) allocable to
such Certificate in respect of Realized Losses or Extraordinary Trust Fund
Expenses pursuant to Section 4.04 and (ii) payable to the Holder of such
Certificate pursuant to Section 4.01(a) as a portion of the Senior Principal
Distribution Amount.

                  SECTION 4.05.             Compliance with Withholding
                                            Requirements.

                  Notwithstanding any other provision of this Agreement, the
Trust Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue discount
that the Trust Administrator reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trust Administrator does withhold any amount from interest or
original issue discount payments or advances thereof to any Certificateholder
pursuant to federal withholding requirements, the Trust Administrator shall
indicate the amount withheld to such Certificateholders.

                  SECTION 4.06.             Reserved.

                  SECTION 4.07.             Commission Reporting.

                  (i) The Trust Administrator and the Master Servicer shall
reasonably cooperate with the Depositor in connection with satisfying the
reporting requirements (as such requirements may be revised from time to time by
law or regulation) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Trust Administrator shall prepare and sign on behalf of the
Trust Fund any Forms 8-K and 10-K customary for similar securities as required
by the Exchange Act and the Rules and Regulations of the Securities and Exchange
Commission thereunder, and shall file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such forms on
behalf of the Depositor. The Depositor hereby grants to the Trust Administrator
a limited power of attorney to execute and file each such document on behalf of
the Depositor. Such


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power of attorney shall continue until the earlier of (i) receipt by the Trust
Administrator from the Depositor of written termination of such power of
attorney and (ii) the termination of the Trust Fund.

                  (ii) Each Form 8-K shall be filed by the Trust Administrator
within 15 days after each Distribution Date, with a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
March 30th of each year (or such earlier date as may be required by the Exchange
Act and the Rules and Regulations of the Securities and Exchange Commission),
the Trust Administrator shall file a Form 10-K, in substance as required by
applicable law or applicable Security and Exchange Commission staff's
interpretations. Such Form 10-K shall include as exhibits the Master Servicer's
annual statement of compliance described under Section 3.20 and the accountant's
report described under Section 3.21, in each case to the extent they have been
timely delivered to the Trust Administrator. If they are not so timely
delivered, the Trust Administrator shall file an amended Form 10-K including
such documents as exhibits reasonably promptly after they are delivered to the
Trust Administrator. The Trust Administrator shall have no liability with
respect to any failure to properly prepare or file such periodic reports
resulting from or relating to the Trust Administrator's inability or failure to
obtain any information not resulting from its own negligence or willful
misconduct. The Form 10-K shall also include a certification in the form
attached hereto as Exhibit H-1 (the "Certification"), with any necessary
exceptions noted therein, which shall be signed by a Servicing Officer of the
Master Servicer.

                  (iii) In addition, the Trust Administrator shall sign and
deliver to the Master Servicer by March 15th of each calendar year a
certification (in the form attached hereto as Exhibit H-2) for the benefit of
the Master Servicer and its officers, directors and Affiliates regarding certain
aspects of the Certification (provided, however, that the Trust Administrator
shall not undertake an analysis of the accountant's report attached as an
exhibit to the Form 10-K). If the Master Servicer does not receive the Trust
Administrator's certification by March 15th of each calendar year, the Master
Servicer shall inform the Depositor of such non-delivery and the Depositor shall
cause the Trust Administrator to deliver its certification to the Master
Servicer promptly.

                  (iv) In addition, the Master Servicer shall indemnify and hold
harmless the Depositor, the Trustee and their respective officers, directors and
Affiliates from and against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other costs
and expenses arising out of or based upon a breach of the Servicer's obligations
under this Section 4.07 or the Master Servicer's negligence, bad faith or
willful misconduct in connection therewith. If the indemnification provided for
herein is unavailable or insufficient to hold harmless the Depositor, then the
Master Servicer agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Master Servicer on the other in connection
with a breach of the Servicer's obligations under this Section 4.07 or the
Master Servicer's negligence, bad faith or willful misconduct in connection
therewith.

                  (v) Upon any filing with the Securities and Exchange
Commission, the Trust Administrator shall promptly deliver to the Depositor a
copy of any executed report, statement or information.



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                  (vi) Prior to January 30 of the first year in which the Trust
Administrator is able to do so under applicable law, the Trust Administrator
shall file a Form 15 Suspension Notification with respect to the Trust Fund.

                  (vii) To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 4.07 comply with the reporting requirements under
the Exchange Act, the Trustee and the Master Servicer hereby agree that they
will reasonably cooperate to amend the provisions of this Section 4.07 in order
to comply with such amended reporting requirements and such amendment of this
Section 4.07. Any such amendment may result in the reduction of the reports
filed by the Depositor under the Exchange Act.

                  (viii) The Trust Administrator hereby agrees that its
obligations under this Section 4.07 and those of the Depositor shall be amended
in accordance with similar provisions contained in other pooling and servicing
agreements entered into by Citibank, N.A. as trustee or trust administrator
pursuant to which Citibank, N.A. has assumed a greater responsibility for
compliance with the reporting requirements under the Exchange Act and that no
additional compensation will be payable to the Trust Administrator in connection
with such amendment.

                  SECTION 4.08.             Distributions and Realized Losses on
                                            the REMIC I Regular Interests

                  Distributions shall be deemed to be made to the REMIC I
Regular Interests first, so that the Uncertificated Balance of each REMIC I
Regular Interest ending with the designation "B" is equal to 0.01% of the
aggregate Scheduled Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC I Regular Interest ending with the designation "A,"
so that the Uncertificated Balance of each such REMIC I Regular Interest is
equal to 0.01% of the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Loan Group over (y) the Certificate Principal
Balance of the Class A Certificate in the related Loan Group (except that if any
such excess is a larger number than in the preceding distribution period, the
least amount of principal shall be distributed to such REMIC I Regular Interests
such that the REMIC I Subordinated Balance Ratio is maintained); and third, any
remaining principal to REMIC I Regular Interest LT-ZZ.

                  SECTION 4.09.             Excess Diverted Interest Reserve
                                            Account

                  (a) No later than the Closing Date, the Trust Administrator
shall establish and maintain with itself, as agent for the Trustee, a separate,
segregated trust account titled, "Excess Diverted Interest Reserve Account,
Citibank, N.A., as Trust Administrator, in trust for the registered holders of
Sovereign Bank Mortgage Loan Trust, Variable-Rate Mortgage Pass-Through
Certificates, Series 2002-1."

                  (b) On each Distribution Date as to which there is an Excess
Diverted Interest Reserve Amount payable to a Class of Class A Certificates, the
Trust Administrator shall deposit into the Excess Diverted Interest Reserve
Account the amount of such Excess Diverted Interest Reserve Amount, rather than
distributing such amounts to the Class R Certificateholders. On each such
Distribution Date, the Trust Administrator shall hold all such amounts for the
benefit of the


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Holders of the Class A Certificates, and will distribute such amounts to the
Holders of the Class A Certificates, in the amounts and priorities set forth in
Section 4.01.

                  (c) For federal and state income tax purposes, the Excess
Diverted Interest Reserve Account will be a "qualified reserve fund" within the
meaning of Code Section 860(G)(7)(B).

                  (d) At the written direction of the Holders of a majority in
Percentage Interest in the Class R Certificates, the Trust Administrator shall
direct any depository institution maintaining the Excess Diverted Interest
Reserve Account to invest the funds in such account in one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, (i) no later than the Business Day immediately preceding the date on
which such funds are required to be withdrawn from such account pursuant to this
Agreement, if a Person other than the Trust Administrator or an Affiliate
manages or advises such investment, and (ii) no later than the date on which
such funds are required to be withdrawn from such account pursuant to this
Agreement, if the Trust Administrator or an Affiliate manages or advises such
investment. Interest earned on such investment shall be deposited into the
Excess Diverted Interest Reserve Account.

                  (f) For federal tax return and information reporting, the
right of the Holders of the Class A Certificates to receive payments from the
Excess Diverted Interest Reserve Account in respect of any Excess Diverted
Interest Reserve Amount shall be assigned a value of zero.

                  (g) On the final Distribution Date, all Excess Diverted
Interest Reserve Amounts remaining in the Excess Diverted Interest Reserve
Account, if any, shall be paid to the Holders of the Class R Certificates.



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                                    ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01.             The Certificates.

                  (a) The Certificates in the aggregate will represent the
entire beneficial ownership interest in the Mortgage Loans and all other assets
included in REMIC I. At the Closing Date, the aggregate Certificate Principal
Balance of the Certificates will equal the aggregate Stated Principal Balance of
the Mortgage Loans.

                  The Certificates will be substantially in the forms annexed
hereto as Exhibits A-1 through A-8. The Certificates of each Class will be
issuable in registered form only, in denominations of authorized Percentage
Interests as described in the definition thereof. Each Certificate will share
ratably in all rights of the related Class.

                  Upon original issue, the Certificates shall be executed,
authenticated and delivered by the Trust Administrator to or upon the order of
the Depositor. The Certificates shall be executed and attested by manual or
facsimile signature on behalf of the Trust Administrator by an authorized
signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trust Administrator
shall bind the Trust Administrator, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided herein
executed by the Trust Administrator by manual signature, and such certificate of
authentication shall be conclusive evidence, and the only evidence, that such
Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

                  (b) The Class A Certificates, the Class B-1 Certificates, the
Class B-2 Certificates and the Class B-3 Certificates shall initially be issued
as one or more Certificates held by the Book- Entry Custodian or, if appointed
to hold such Certificates as provided below, the Depository and registered in
the name of the Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the Trust
Administrator except to another Depository that agrees to hold such Certificates
for the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book- Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trust Administrator is hereby initially
appointed as the Book- Entry Custodian and hereby agrees to act as such in
accordance herewith and in accordance with the


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agreement that it has with the Depository authorizing it to act as such. The
Book-Entry Custodian may, and if it is no longer qualified to act as such, the
Book-Entry Custodian shall, appoint, by a written instrument delivered to the
Depositor, the Master Servicer, the Trust Administrator, the Trustee (if the
Trust Administrator is not the Book-Entry Custodian) and any other transfer
agent (including the Depository or any successor Depository) to act as
Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe, provided
that the predecessor Book-Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any such appointment of other than the
Depository. If the Trust Administrator resigns or is removed in accordance with
the terms hereof, the successor trustee or, if it so elects, the Depository
shall immediately succeed to its predecessor's duties as Book-Entry Custodian.
The Depositor shall have the right to inspect, and to obtain copies of, any
Certificates held as Book-Entry Certificates by the Book-Entry Custodian.

                  The Trustee, the Trust Administrator, the Master Servicer and
the Depositor may for all purposes (including the making of payments due on the
Book-Entry Certificates) deal with the Depository as the authorized
representative of the Certificate Owners with respect to the Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Trust Administrator may establish a
reasonable record date in connection with solicitations of consents from or
voting by Certificateholders and shall give notice to the Depository of such
record date.

                  If (i)(A) the Depositor advises the Trust Administrator in
writing that the Depository is no longer willing or able to properly discharge
its responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trust
Administrator in writing that it elects to terminate the book-entry system
through the Depository or (iii) after the occurrence of a Master Servicer Event
of Default, Certificate Owners representing in the aggregate not less than 51%
of the Ownership Interests of the Book-Entry Certificates advise the Trust
Administrator through the Depository, in writing, that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book- Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer, the
Trust Administrator shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $100,000, except that
any beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $100,000 immediately prior to the issuance of a Definitive
Certificate shall be issued in a minimum denomination equal to the amount
represented by such Book-Entry Certificate. None of the Depositor, the Master
Servicer, the Trust Administrator nor the Trustee shall be liable for any delay
in the delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations


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imposed upon or to be performed by the Depository shall be deemed to be imposed
upon and performed by the Trust Administrator, to the extent applicable with
respect to such Definitive Certificates, and the Trust Administrator shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.

                  SECTION 5.02.             Registration of Transfer and
                                            Exchange of Certificates.

                  (a) The Trust Administrator shall cause to be kept at one of
the offices or agencies to be appointed by the Trust Administrator in accordance
with the provisions of Section 8.12 a Certificate Register for the Certificates
in which, subject to such reasonable regulations as it may prescribe, the Trust
Administrator shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided.

                  (b) No transfer of any Subordinate Certificate or Residual
Certificate (the "Private Certificates") shall be made unless that transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with the initial
transfer of any such Certificate by the Depositor), the Trust Administrator
shall require, receipt of: (i) if such transfer is purportedly being made in
reliance upon Rule 144A under the 1933 Act, written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder's prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration or
qualification (which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee, the Trust Administrator, the Master Servicer, in its
capacity as such, or the Trust Fund), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder's prospective transferee upon which such Opinion of
Counsel is based, if any. Neither the Depositor nor the Trust Administrator is
obligated to register or qualify the Private Certificates under the 1933 Act or
any other securities laws or to take any action not otherwise required under
this Agreement to permit the transfer of such Certificates without registration
or qualification. Any Certificateholder desiring to effect the transfer of a
Private Certificate shall, and does hereby agree to, indemnify the Trustee, the
Trust Administrator, the Depositor and the Master Servicer against any liability
that may result if the transfer is not so exempt or is not made in accordance
with such federal and state laws.

                  (c) No transfer of a Private Certificate or any interest
therein shall be made to any Plan subject to ERISA or Section 4975 of the Code,
any Person acting, directly or indirectly, on behalf of any such Plan or any
Person acquiring such Certificates with "Plan Assets" of a Plan within the
meaning of the DOL Regulations ("Plan Assets"), as certified by such transferee
in the form of Exhibit G, unless (i) the Depositor, the Trustee, the Trust
Administrator and the Master Servicer are provided with an Opinion of Counsel
which establishes to the satisfaction of the Depositor, the Trustee, the Trust
Administrator and the Master Servicer that the purchase of such Certificates is
permissible under applicable law, will not constitute or result in any
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Depositor, the Master Servicer, the Trustee, the Trust Administrator
or the Trust Fund to any obligation or liability (including


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obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator or the Trust Fund or (ii) in the case of a Class B-1 Certificate,
Class B-2 Certificate and Class B-3 Certificate, such Certificate has been the
subject of an ERISA Qualifying Underwriting. An Opinion of Counsel, any
certification or a deemed representation will not be required in connection with
the initial transfer of any such Certificate by the Depositor (in which case,
the Depositor shall have deemed to have represented that such affiliate is not a
Plan or a Person investing Plan Assets) and the Trust Administrator shall be
entitled to conclusively rely upon a representation (which, upon the request of
the Trust Administrator, shall be a written representation) from the Depositor
of the status of such transferee as an affiliate of the Depositor.

                  If any Subordinate Certificate or Residual Certificate or any
interest therein is acquired or held in violation of the provisions of the
preceding paragraph, the next preceding permitted beneficial owner will be
treated as the beneficial owner of that Certificate retroactive to the date of
transfer to the purported beneficial owner. Any purported beneficial owner whose
acquisition or holding of any such Certificate or interest therein was effected
in violation of the provisions of the preceding paragraph shall indemnify and
hold harmless the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the Trust Fund from and against any and all liabilities,
claims, costs or expenses incurred by those parties as a result of that
acquisition or holding.

                  (d) (i) Each Person who has or who acquires any Ownership
Interest in a Residual Certificate shall be deemed by the acceptance or
acquisition of such Ownership Interest to have agreed to be bound by the
following provisions and to have irrevocably authorized the Trust Administrator
or its designee under clause (iii)(A) below to deliver payments to a Person
other than such Person and to negotiate the terms of any mandatory sale under
clause (iii)(B) below and to execute all instruments of Transfer and to do all
other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Residual Certificate are expressly
subject to the following provisions:

                           (A) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall be a Permitted
                  Transferee and shall promptly notify the Trust Administrator
                  of any change or impending change in its status as a Permitted
                  Transferee.

                           (B) In connection with any proposed Transfer of any
                  Ownership Interest in a Residual Certificate, the Trust
                  Administrator shall require delivery to it and shall not
                  register the Transfer of any Residual Certificate until its
                  receipt of an affidavit and agreement (a "Transfer Affidavit
                  and Agreement"), in the form attached hereto as Exhibit F-2,
                  from the proposed Transferee, in form and substance
                  satisfactory to the Trust Administrator, representing and
                  warranting, among other things, that such Transferee is a
                  Permitted Transferee, that it is not acquiring its Ownership
                  Interest in the Residual Certificate that is the subject of
                  the proposed Transfer as a nominee, trustee or agent for any
                  Person that is not a Permitted Transferee, that for so long as
                  it retains its Ownership Interest in a Residual Certificate,
                  it will endeavor to remain


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                  a Permitted Transferee, and that it has reviewed the
                  provisions of this Section 5.02(d) and agrees to be bound by
                  them.

                           (C) Notwithstanding the delivery of a Transfer
                  Affidavit and Agreement by a proposed Transferee under clause
                  (B) above, if a Responsible Officer of the Trust Administrator
                  who is assigned to this transaction has actual knowledge that
                  the proposed Transferee is not a Permitted Transferee, no
                  Transfer of an Ownership Interest in a Residual Certificate to
                  such proposed Transferee shall be effected.

                           (D) Each Person holding or acquiring any Ownership
                  Interest in a Residual Certificate shall agree (x) to require
                  a Transfer Affidavit and Agreement from any other Person to
                  whom such Person attempts to transfer its Ownership Interest
                  in a Residual Certificate and (y) not to transfer its
                  Ownership Interest unless it provides a transferor affidavit
                  (a "Transferor Affidavit"), in the form attached hereto as
                  Exhibit F-2, to the Trust Administrator stating that, among
                  other things, it has no actual knowledge that such other
                  Person is not a Permitted Transferee.

                           (E) Each Person holding or acquiring an Ownership
                  Interest in a Residual Certificate, by purchasing an Ownership
                  Interest in such Certificate, agrees to give the Trust
                  Administrator written notice that it is a "pass-through
                  interest holder" within the meaning of temporary Treasury
                  regulation Section 1.67- 3T(a)(2)(i)(A) immediately upon
                  acquiring an Ownership Interest in a Residual Certificate, if
                  it is, or is holding an Ownership Interest in a Residual
                  Certificate on behalf of, a "pass- through interest holder."

                           (ii) The Trust Administrator will register the
                  Transfer of any Residual Certificate only if it shall have
                  received the Transfer Affidavit and Agreement and all of such
                  other documents as shall have been reasonably required by the
                  Trust Administrator as a condition to such registration. In
                  addition, no Transfer of a Residual Certificate shall be made
                  unless the Trust Administrator shall have received a
                  representation letter from the Transferee of such Certificate
                  to the effect that such Transferee is a Permitted Transferee.

                           (iii) (A) If any purported Transferee shall become a
                  Holder of a Residual Certificate in violation of the
                  provisions of this Section 5.02(d), then the last preceding
                  Permitted Transferee shall be restored, to the extent
                  permitted by law, to all rights as holder thereof retroactive
                  to the date of registration of such Transfer of such Residual
                  Certificate. The Trust Administrator shall be under no
                  liability to any Person for any registration of Transfer of a
                  Residual Certificate that is in fact not permitted by this
                  Section 5.02(d) or for making any payments due on such
                  Certificate to the holder thereof or for taking any other
                  action with respect to such holder under the provisions of
                  this Agreement.

                                    (B) If any purported Transferee shall become
                  a holder of a Residual Certificate in violation of the
                  restrictions in this Section 5.02(d) and to the extent that
                  the retroactive restoration of the rights of the holder of
                  such Residual


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                  Certificate as described in clause (iii)(A) above shall be
                  invalid, illegal or unenforceable, then the Trust
                  Administrator shall have the right, without notice to the
                  holder or any prior holder of such Residual Certificate, to
                  sell such Residual Certificate to a purchaser selected by the
                  Trust Administrator on such terms as the Trust Administrator
                  may choose. Such purported Transferee shall promptly endorse
                  and deliver each Residual Certificate in accordance with the
                  instructions of the Trust Administrator. Such purchaser may be
                  the Trust Administrator itself or any Affiliate of the Trust
                  Administrator. The proceeds of such sale, net of the
                  commissions (which may include commissions payable to the
                  Trust Administrator or its Affiliates), expenses and taxes
                  due, if any, will be remitted by the Trust Administrator to
                  such purported Transferee. The terms and conditions of any
                  sale under this clause (iii)(B) shall be determined in the
                  sole discretion of the Trust Administrator, and the Trust
                  Administrator shall not be liable to any Person having an
                  Ownership Interest in a Residual Certificate as a result of
                  its exercise of such discretion.

                           (iv) The Trust Administrator shall make available to
                  the Internal Revenue Service and those Persons specified by
                  the REMIC Provisions all information necessary to compute any
                  tax imposed (A) as a result of the Transfer of an Ownership
                  Interest in a Residual Certificate to any Person who is a
                  Disqualified Organization, including the information described
                  in Treasury regulations sections 1.860D-1(b)(5) and
                  1.860E-2(a)(5) with respect to the "excess inclusions" of such
                  Residual Certificate and (B) as a result of any regulated
                  investment company, real estate investment trust, common trust
                  fund, partnership, trust, estate or organization described in
                  Section 1381 of the Code that holds an Ownership Interest in a
                  Residual Certificate having as among its record holders at any
                  time any Person which is a Disqualified Organization.
                  Reasonable compensation for providing such information may be
                  accepted by the Trust Administrator.

                           (v) The provisions of this Section 5.02(d) set forth
                  prior to this subsection (v) may be modified, added to or
                  eliminated, provided that there shall have been delivered to
                  the Trust Administrator at the expense of the party seeking to
                  modify, add to or eliminate any such provision the following:

                                    (A) written notification from the Rating
                  Agencies to the effect that the modification, addition to or
                  elimination of such provisions will not cause the Rating
                  Agencies to downgrade its then-current ratings of any Class of
                  Certificates; and

                                    (B) an Opinion of Counsel, in form and
                  substance satisfactory to the Trust Administrator, to the
                  effect that such modification of, addition to or elimination
                  of such provisions will not cause either REMIC I to cease to
                  qualify as a REMIC and will not cause (x) REMIC I to be
                  subject to an entity-level tax caused by the Transfer of any
                  Residual Certificate to a Person that is not a Permitted
                  Transferee or (y) a Person other than the prospective
                  transferee to be subject to a REMIC-tax caused by the Transfer
                  of a Residual Certificate to a Person that is not a Permitted
                  Transferee.


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                  (e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at any office or agency of the Trust
Administrator maintained for such purpose pursuant to Section 8.12, the Trust
Administrator shall execute, authenticate and deliver, in the name of the
designated Transferee or Transferees, one or more new Certificates of the same
Class of a like aggregate Percentage Interest.

                  (f) At the option of the Holder thereof, any Certificate may
be exchanged for other Certificates of the same Class with authorized
denominations and a like aggregate Percentage Interest, upon surrender of such
Certificate to be exchanged at any office or agency of the Trust Administrator
maintained for such purpose pursuant to Section 8.12. Whenever any Certificates
are so surrendered for exchange the Trust Administrator shall execute,
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trust Administrator) be duly
endorsed by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Trust Administrator duly executed by, the Holder thereof or
his attorney duly authorized in writing.

                  (g) No service charge to the Certificateholders shall be made
for any transfer or exchange of Certificates, but the Trust Administrator may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

                  (h) All Certificates surrendered for transfer and exchange
shall be canceled and destroyed by the Trust Administrator in accordance with
its customary procedures.

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

                  If (i) any mutilated Certificate is surrendered to the Trust
Administrator, or the Trust Administrator receive evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trust Administrator such security or indemnity as may be
required by them to save each of the Trustee and the Trust Administrator
harmless, then, in the absence of actual knowledge by the Trust Administrator
that such Certificate has been acquired by a bona fide purchaser, the Trust
Administrator shall execute and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same
Class and of like denomination and Percentage Interest. Upon the issuance of any
new Certificate under this Section, the Trust Administrator may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and any other expenses (including the fees
and expenses of the Trust Administrator) connected therewith. Any replacement
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the applicable REMIC created hereunder, as
if originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

                  SECTION 5.04.             Persons Deemed Owners.

                  The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of any of them may treat the Person in whose name
any Certificate is registered as the owner


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of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator or any agent of any of
them shall be affected by notice to the contrary.

                  SECTION 5.05.             Certain Available Information.

                  On or prior to the date of the first sale of any Private
Certificate to an Independent third party, the Depositor shall provide to the
Trust Administrator ten copies of any private placement memorandum or other
disclosure document used by the Depositor in connection with the offer and sale
of the Private Certificates. In addition, if any such private placement
memorandum or disclosure document is revised, amended or supplemented at any
time following the delivery thereof to the Trust Administrator, the Depositor
promptly shall inform the Trust Administrator of such event and shall deliver to
the Trust Administrator ten copies of the private placement memorandum or
disclosure document, as revised, amended or supplemented. The Trust
Administrator shall maintain at its Corporate Trust Office and shall make
available free of charge during normal business hours for review by any Holder
of a Certificate or any Person identified to the Trust Administrator as a
prospective transferee of a Certificate, originals or copies of the following
items: (i) in the case of a Holder or prospective transferee of a Private
Certificate, the private placement memorandum or other disclosure document
relating to such Certificates in the form most recently provided to the Trust
Administrator; and (ii) in all cases, (A) this Agreement and any amendments
hereof entered into pursuant to Section 11.01, (B) all monthly statements
required to be delivered to Certificateholders of the relevant Class pursuant to
Section 4.02 since the Closing Date, and all other notices, reports, statements
and written communications delivered to the Certificateholders of the relevant
Class pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers' Certificates
delivered to the Trust Administrator by the Master Servicer since the Closing
Date to evidence the Master Servicer's determination that any P&I Advance was,
or if made, would be a Nonrecoverable P&I Advance and (E) any and all Officers'
Certificates delivered to the Trust Administrator by the Master Servicer since
the Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all
of the foregoing items will be available from the Trustee upon request at the
expense of the person requesting the same.




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                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

                  The Depositor and the Master Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement and undertaken hereunder by the Depositor and the Master
Servicer herein.

                  SECTION 6.02.             Merger or Consolidation of the
                                            Depositor or the Master Servicer.

                  Subject to the following paragraph, the Depositor will keep in
full effect its existence, rights and franchises as a corporation under the laws
of the jurisdiction of its incorporation. Subject to the following paragraph,
the Master Servicer will keep in full effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and its qualification as an approved conventional seller/servicer
for Fannie Mae or Freddie Mac in good standing. The Depositor and the Master
Servicer each will obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.

                  The Depositor or the Master Servicer may be merged or
consolidated with or into any Person, or transfer all or substantially all of
its assets to any Person, in which case any Person resulting from any merger or
consolidation to which the Depositor or the Master Servicer shall be a party, or
any Person succeeding to the business of the Depositor or the Master Servicer,
shall be the successor of the Depositor or the Master Servicer, as the case may
be, hereunder, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the Master Servicer shall be qualified to service mortgage loans on behalf of
Fannie Mae or Freddie Mac; and provided further that the Rating Agencies'
ratings of the Class A Certificates, the Class B-1 Certificates, the Class B-2
Certificates and the Class B-3 Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from the Rating Agencies).

                  SECTION 6.03.             Limitation on Liability of the
                                            Depositor, the Master Servicer and
                                            Others.

                  None of the Depositor, the Master Servicer or any of the
directors, officers, employees or agents of the Depositor or the Master Servicer
shall be under any liability to the Trust Fund or the Certificateholders for any
action taken or for refraining from the taking of any action in good faith
pursuant to this Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Master Servicer or any such
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Master Servicer
pursuant hereto, or against any liability which would otherwise be imposed by
reason of


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willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties hereunder. The Depositor,
the Master Servicer and any director, officer, employee or agent of the
Depositor or the Master Servicer may rely in good faith on any document of any
kind which, PRIMA FACIE, is properly executed and submitted by any Person
respecting any matters arising hereunder. The Depositor, the Master Servicer and
any director, officer, employee or agent of the Depositor or the Master Servicer
shall be indemnified and held harmless by the Trust Fund against any loss,
liability or expense incurred in connection with any legal action relating to
this Agreement or the Certificates, other than any loss, liability or expense to
any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
or expense shall be otherwise reimbursable pursuant to this Agreement) or any
loss, liability or expense incurred by reason of willful misfeasance, bad faith
or negligence in the performance of duties hereunder or by reason of reckless
disregard of obligations and duties hereunder. Neither the Depositor nor the
Master Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Master Servicer
may in its discretion undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, unless the Depositor or the Master Servicer acts without the consent of
Holders of Certificates entitled to at least 51% of the Voting Rights (which
consent shall not be necessary in the case of litigation or other legal action
by either to enforce their respective rights or defend themselves hereunder),
the legal expenses and costs of such action and any liability resulting
therefrom (except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder) shall be
expenses, costs and liabilities of the Trust Fund, and the Depositor (subject to
the limitations set forth above) and the Master Servicer shall be entitled to be
reimbursed therefor from the Collection Account as and to the extent provided in
Section 3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account.

                  SECTION 6.04.             Limitation on Resignation of the
                                            Master Servicer.

                  The Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that its duties
hereunder are no longer permissible under applicable law or (ii) with the
written consent of the Trustee and the Trust Administrator, which consent may
not be unreasonably withheld, with written confirmation from the Rating Agencies
(which confirmation shall be furnished to the Depositor, the Trustee and the
Trust Administrator) that such resignation will not cause the Rating Agencies to
reduce the then current rating of the Class A Certificates and provided that a
qualified successor has agreed to assume the duties and obligations of the
Master Servicer hereunder. Any such determination pursuant to clause (i) of the
preceding sentence permitting the resignation of the Master Servicer shall be
evidenced by an Opinion of Counsel to such effect obtained at the expense of the
Master Servicer and delivered to the Trustee and the Trust Administrator. No
resignation of the Master Servicer shall become effective until the Trust
Administrator or a successor servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities (other than those liabilities arising
prior to the appointment of such successor) and obligations under this
Agreement.



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                  Except as expressly provided herein, the Master Servicer shall
not assign nor transfer any of its rights, benefits or privileges hereunder to
any other Person, nor delegate to or subcontract with, nor authorize or appoint
any other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee and other compensation payable
to the Master Servicer pursuant hereto shall thereafter be payable to such
successor master servicer.

                  SECTION 6.05.             Rights of the Depositor in Respect
                                            of the Master Servicer.

                  The Master Servicer shall afford (and any Sub-Servicing
Agreement shall provide that each Sub-Servicer shall afford) the Depositor, the
Trustee and the Trust Administrator, upon reasonable notice, during normal
business hours, access to all records maintained by the Master Servicer (and any
such Sub-Servicer) in respect of the Master Servicer's rights and obligations
hereunder and access to officers of the Master Servicer (and those of any such
Sub-Servicer) responsible for such obligations. Upon request, the Master
Servicer shall furnish to the Depositor, the Trustee and the Trust Administrator
its (and any such Sub-Servicer's) most recent financial statements of the parent
company of the Master Servicer and such other information relating to the Master
Servicer's capacity to perform its obligations under this Agreement that it
possesses. To the extent such information is not otherwise available to the
public, the Depositor, the Trustee and the Trust Administrator shall not
disseminate any information obtained pursuant to the preceding two sentences
without the Master Servicer's written consent, except as required pursuant to
this Agreement or to the extent that it is appropriate to do so (i) in working
with legal counsel, auditors, taxing authorities or other governmental agencies,
rating agencies or reinsurers or (ii) pursuant to any law, rule, regulation,
order, judgment, writ, injunction or decree of any court or governmental
authority having jurisdiction over the Depositor, the Trustee, the Trust
Administrator or the Trust Fund, and in either case, the Depositor, the Trustee
or the Trust Administrator, as the case may be, shall use its best efforts to
assure the confidentiality of any such disseminated non-public information. The
Depositor may, but is not obligated to, enforce the obligations of the Master
Servicer under this Agreement and may, but is not obligated to, perform, or
cause a designee to perform, any defaulted obligation of the Master Servicer
under this Agreement or exercise the rights of the Master Servicer under this
Agreement; provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.




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                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01.             Master Servicer Events of Default.

                  "Master Servicer Event of Default," wherever used herein,
means any one of the following events:

                  (i) any failure by the Master Servicer to remit to the Trust
         Administrator for distribution to the Certificateholders any payment
         (other than a P&I Advance required to be made from its own funds on any
         Master Servicer Remittance Date pursuant to Section 4.03) required to
         be made under the terms of the Certificates and this Agreement which
         continues unremedied for a period of one Business Day after the date
         upon which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Master Servicer by the
         Depositor, the Trust Administrator or the Trustee (in which case notice
         shall be provided by telecopy), or to the Master Servicer, the
         Depositor, the Trust Administrator and the Trustee by the Holders of
         Certificates entitled to at least 25% of the Voting Rights; or

                  (ii) any failure on the part of the Master Servicer duly to
         observe or perform in any material respect any of the covenants or
         agreements on the part of the Master Servicer contained in the
         Certificates or in this Agreement which continues unremedied for a
         period of 30 days after the earlier of (i) the date on which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Master Servicer by the Depositor, the Trust
         Administrator or the Trustee, or to the Master Servicer, the Depositor,
         the Trust Administrator and the Trustee by the Holders of Certificates
         entitled to at least 25% of the Voting Rights and (ii) actual knowledge
         of such failure by a Servicing Officer of the Master Servicer; or

                  (iii) a decree or order of a court or agency or supervisory
         authority having jurisdiction in the premises in an involuntary case
         under any present or future federal or state bankruptcy, insolvency or
         similar law or the appointment of a conservator or receiver or
         liquidator in any insolvency, readjustment of debt, marshalling of
         assets and liabilities or similar proceeding, or for the winding-up or
         liquidation of its affairs, shall have been entered against the Master
         Servicer and if such proceeding is being contested by the Master
         Servicer in good faith such decree or order shall have remained in
         force undischarged or unstayed for a period of 60 consecutive days or
         results in the entry of an order for relief or any such adjudication or
         appointment; or

                  (iv) the Master Servicer shall consent to the appointment of a
         conservator or receiver or liquidator in any insolvency, readjustment
         of debt, marshalling of assets and liabilities or similar proceedings
         of or relating to the Master Servicer or of or relating to all or
         substantially all of its property; or

                  (v) the Master Servicer shall admit in writing its inability
         to pay its debts generally as they become due, file a petition to take
         advantage of any applicable insolvency


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<PAGE>



         or reorganization statute, make an assignment for the benefit of its
         creditors, or voluntarily suspend payment of its obligations; or

                  (vi) any failure of the Master Servicer to make any P&I
         Advance on any Master Servicer Remittance Date required to be made from
         its own funds pursuant to Section 4.03 which continues unremedied for a
         period of one Business Day after the date upon which written notice of
         such failure (which notice the Trust Administrator must provide by 3:00
         p.m. New York time on the Master Servicer Remittance Date), requiring
         the same to be remedied, shall have been given to the Master Servicer
         by the Trust Administrator.

                  If a Master Servicer Event of Default described in clauses (i)
through (v) of this Section shall occur, then, and in each and every such case,
so long as such Master Servicer Event of Default shall not have been remedied,
the Depositor or the Trustee may, and at the written direction of the Holders of
Certificates entitled to at least 51% of Voting Rights, the Trustee shall, by
notice in writing to the Master Servicer (and to the Depositor and the Trust
Administrator if given by the Trustee or to the Trustee and the Trust
Administrator if given by the Depositor), terminate all of the rights and
obligations of the Master Servicer in its capacity as a Master Servicer under
this Agreement, to the extent permitted by law, and in and to the Mortgage Loans
and the proceeds thereof. If a Master Servicer Event of Default described in
clause (vi) hereof shall occur, then so long as such Master Servicer Event of
Default shall not have been remedied during the applicable time period set forth
in clause (vi) above, the Trustee shall, by notice in writing to the Master
Servicer and the Depositor, terminate all of the rights and obligations of the
Master Servicer in its capacity as a Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof. On or after the receipt by
the Master Servicer of such written notice, all authority and power of the
Master Servicer under this Agreement, whether with respect to the Certificates
(other than as a Holder of any Certificate) or the Mortgage Loans or otherwise,
shall pass to and be vested in the Trust Administrator pursuant to and under
this Section and, without limitation, the Trust Administrator is hereby
authorized and empowered, as attorney-in-fact or otherwise, to execute and
deliver on behalf of and at the expense of the Master Servicer, any and all
documents and other instruments and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents, or otherwise. The Master Servicer agrees, at its
sole cost and expense, promptly (and in any event no later than ten Business
Days subsequent to such notice) to provide the Trust Administrator with all
documents and records requested by it to enable it to assume the Master
Servicer's functions under this Agreement, and to cooperate with the Trust
Administrator and the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights under this Agreement, including, without
limitation, the transfer within one Business Day to the Trust Administrator for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Master Servicer to the Collection Account held by or
on behalf of the Master Servicer, the Distribution Account or any REO Account or
Servicing Account held by or on behalf of the Master Servicer or thereafter be
received with respect to the Mortgage Loans or any REO Property serviced by the
Master Servicer (provided, however, that the Master Servicer shall continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of P&I Advances
or otherwise, and shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such termination, with respect to events occurring prior to
such termination). For purposes of this Section


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7.01, each of the Trustee and the Trust Administrator shall not be deemed to
have knowledge of a Master Servicer Event of Default unless a Responsible
Officer of the Trustee or the Trust Administrator, as applicable, assigned to
and working in the Trustee's or the Trust Administrator's, as the case may be,
Corporate Trust Office has actual knowledge thereof or unless written notice of
any event which is in fact such a Master Servicer Event of Default is received
by the Trustee or the Trust Administrator, as applicable, and such notice
references the Certificates, the Trust Fund or this Agreement.

                  SECTION 7.02.             Trust Administrator or Trustee to
                                            Act; Appointment of Successor.

                  (a) On and after the time the Master Servicer receives a
notice of termination, the Trust Administrator (and in the event the Trust
Administrator fails in its obligation, the Trustee) shall be the successor in
all respects to the Master Servicer in its capacity as Master Servicer under
this Agreement, the Master Servicer shall not have the right to withdraw any
funds from the Collection Account without the consent of the Trust Administrator
or the Trustee, as applicable, and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto and arising thereafter placed on the Master Servicer (except
for any representations or warranties of the Master Servicer under this
Agreement, the responsibilities, duties and liabilities contained in Section
2.03(c) and its obligation to deposit amounts in respect of losses pursuant to
Section 3.12) by the terms and provisions hereof including, without limitation,
the Master Servicer's obligations to make P&I Advances pursuant to Section 4.03;
provided, however, that if the Trust Administrator or the Trustee, as
applicable, is prohibited by law or regulation from obligating itself to make
advances regarding delinquent mortgage loans, then the Trust Administrator or
the Trustee, as applicable, shall not be obligated to make P&I Advances pursuant
to Section 4.03; and provided further, that any failure to perform such duties
or responsibilities caused by the Master Servicer's failure to provide
information required by Section 7.01 shall not be considered a default by the
Trust Administrator or the Trustee, as applicable, as successor to the Master
Servicer hereunder. As compensation therefor, the Trust Administrator or the
Trustee, as applicable, shall be entitled to the Servicing Fees and all funds
relating to the Mortgage Loans to which the Master Servicer would have been
entitled if it had continued to act hereunder (other than amounts which were due
or would become due to the Master Servicer prior to its termination or
resignation). Notwithstanding the above and subject to the next paragraph, the
Trust Administrator or the Trustee, as applicable, may, if it shall be unwilling
to so act, or shall, if it is unable to so act or if it is prohibited by law
from making advances regarding delinquent mortgage loans, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights so request in writing
to the Trust Administrator or the Trustee, as applicable, promptly appoint or
petition a court of competent jurisdiction to appoint, an established mortgage
loan servicing institution acceptable to the Rating Agencies and having a net
worth of not less than $15,000,000 as the successor to the Master Servicer under
this Agreement in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer under this Agreement. No
appointment of a successor to the Master Servicer under this Agreement shall be
effective until the assumption by the successor of all of the Master Servicer's
responsibilities, duties and liabilities hereunder. In connection with such
appointment and assumption described herein, the Trust Administrator or the
Trustee, as applicable, may make such arrangements for the compensation of such
successor out of payments on Mortgage Loans as it and such successor shall
agree; provided, however, that no such compensation shall be in excess of that


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permitted the Master Servicer as such hereunder. The Depositor, the Trust
Administrator, the Trustee and such successor shall take such action, consistent
with this Agreement, as shall be necessary to effectuate any such succession.
Pending appointment of a successor to the Master Servicer under this Agreement,
the Trust Administrator or the Trustee, as applicable, shall act in such
capacity as hereinabove provided.

                  Upon removal or resignation of the Master Servicer, the Trust
Administrator, with the cooperation of the Depositor, (x) shall solicit bids for
a successor Master Servicer as described below and (y) pending the appointment
of a successor Master Servicer as a result of soliciting such bids, shall serve
as Master Servicer of the Mortgage Loans serviced by such predecessor Master
Servicer. The Trust Administrator shall solicit, by public announcement, bids
from housing and home finance institutions, banks and mortgage servicing
institutions meeting the qualifications set forth above (including the Trust
Administrator or any affiliate thereof). Such public announcement shall specify
that the successor Master Servicer shall be entitled to the servicing
compensation agreed upon between the Trust Administrator, the successor Master
Servicer and the Depositor; provided, however, that no such fee shall exceed the
related Servicing Fee. Within thirty days after any such public announcement,
the Trust Administrator, with the cooperation of the Depositor, shall negotiate
in good faith and effect the sale, transfer and assignment of the servicing
rights and responsibilities hereunder to the qualified party submitting the
highest satisfactory bid as to the price they will pay to obtain such servicing.
The Trust Administrator upon receipt of the purchase price shall pay such
purchase price to the Master Servicer being so removed, after deducting from any
sum received by the Trust Administrator from the successor to the Master
Servicer in respect of such sale, transfer and assignment all costs and expenses
of any public announcement and of any sale, transfer and assignment of the
servicing rights and responsibilities reasonably incurred hereunder. After such
deductions, the remainder of such sum shall be paid by the Trust Administrator
to the Master Servicer at the time of such sale.

                  (b) If the Master Servicer fails to remit to the Trust
Administrator for distribution to the Certificateholders any payment required to
be made under the terms of the Certificates and this Agreement (for purposes of
this Section 7.02(b), a "Remittance") because the Master Servicer is the subject
of a proceeding under the federal Bankruptcy Code and the making of such
Remittance is prohibited by Section 362 of the federal Bankruptcy Code, the
Trust Administrator shall upon notice of such prohibition, regardless of whether
it has received a notice of termination under Section 7.01, advance the amount
of such Remittance by depositing such amount in the Distribution Account on the
related Distribution Date. The Trust Administrator shall be obligated to make
such advance only if (i) such advance, in the good faith judgment of the Trust
Administrator can reasonably be expected to be ultimately recoverable from
Stayed Funds and (ii) the Trust Administrator is not prohibited by law from
making such advance or obligating itself to do so. Upon remittance of the Stayed
Funds to the Trust Administrator or the deposit thereof in the Distribution
Account by a trustee in bankruptcy or a federal bankruptcy court, the Trust
Administrator may recover the amount so advanced, without interest, by
withdrawing such amount from the Distribution Account; however, nothing in this
Agreement shall be deemed to affect the Trust Administrator's rights to recover
from the former Master Servicer's bankruptcy estate interest on the amount of
any such advance. If the Trust Administrator at any time makes an advance under
this Subsection which it later determines in its good faith judgment will not be
ultimately recoverable from the Stayed Funds with respect to which such advance
was made, the Trust Administrator shall be entitled to reimburse itself for such


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advance, without interest, by withdrawing from the Distribution Account, out of
amounts on deposit therein, an amount equal to the portion of such advance
attributable to the Stayed Funds.

                  SECTION 7.03.             Notification to Certificateholders.

                  (a) Upon any termination of the Master Servicer pursuant to
Section 7.01 above or any appointment of a successor to the Master Servicer
pursuant to Section 7.02 above, the Trust Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register.

                  (b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of time or both,
would constitute a Master Servicer Event of Default or five days after a
Responsible Officer of the Trustee or the Trust Administrator becomes aware of
the occurrence of such an event, the Trustee or the Trust Administrator shall
transmit (or in the case of the Trustee, the Trustee shall cause the Trust
Administrator to transmit) by mail to all Holders of Certificates notice of each
such occurrence, unless such default or Master Servicer Event of Default shall
have been cured or waived.

                  SECTION 7.04.             Waiver of Master Servicer Events of
                                            Default.

                  Subject to Section 11.09(d), the Holders representing at least
66% of the Voting Rights evidenced by all Classes of Certificates affected by
any default or Master Servicer Event of Default hereunder may waive such default
or Master Servicer Event of Default; provided, however, that a default or Master
Servicer Event of Default under clause (i) or (vi) of Section 7.01 may be waived
only by all of the Holders of the Regular Certificates. Upon any such waiver of
a default or Master Servicer Event of Default, such default or Master Servicer
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Master Servicer Event of Default or impair any right consequent
thereon except to the extent expressly so waived.




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                                  ARTICLE VIII

               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

                  SECTION 8.01.             Duties of Trustee and Trust
                                            Administrator

                  Each of the Trustee and the Trust Administrator, prior to the
occurrence of a Master Servicer Event of Default and after the curing of all
Master Servicer Events of Default which may have occurred, undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. During a Master Servicer Event of Default, each of the Trustee and
the Trust Administrator shall exercise such of the rights and powers vested in
it by this Agreement, and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs. Any permissive right of the Trustee or
the Trust Administrator enumerated in this Agreement shall not be construed as a
duty.

                  Each of the Trustee and the Trust Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to it, which are specifically required to
be furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. If any
such instrument is found not to conform to the requirements of this Agreement in
a material manner, it shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to its
satisfaction, it will provide notice thereof to the Certificateholders.

                  No provision of this Agreement shall be construed to relieve
the Trustee or the Trust Administrator from liability for its own negligent
action, its own negligent failure to act or its own misconduct; provided,
however, that:

                  (i) Prior to the occurrence of a Master Servicer Event of
         Default, and after the curing of all such Master Servicer Events of
         Default which may have occurred, the duties and obligations of each of
         the Trustee and the Trust Administrator shall be determined solely by
         the express provisions of this Agreement, neither the Trustee nor the
         Trust Administrator shall be liable except for the performance of such
         duties and obligations as are specifically set forth in this Agreement,
         no implied covenants or obligations shall be read into this Agreement
         against the Trustee or the Trust Administrator and, in the absence of
         bad faith on the part of the Trustee or the Trust Administrator, as
         applicable, the Trustee or the Trust Administrator, as the case may be,
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates or
         opinions furnished to the Trustee or the Trust Administrator, as the
         case may be, that conform to the requirements of this Agreement;

                  (ii) Neither the Trustee nor the Trust Administrator shall be
         personally liable for an error of judgment made in good faith by a
         Responsible Officer or Responsible Officers of it unless it shall be
         proved that it was negligent in ascertaining the pertinent facts; and

                  (iii) Neither the Trustee nor the Trust Administrator shall be
         personally liable with respect to any action taken, suffered or omitted
         to be taken by it in good faith in accordance


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         with the direction of the Holders of Certificates entitled to at least
         25% of the Voting Rights relating to the time, method and place of
         conducting any proceeding for any remedy available to it or exercising
         any trust or power conferred upon it under this Agreement.

                  SECTION 8.02.             Certain Matters Affecting the
                                            Trustee and the Trust Administrator.

                  (a)      Except as otherwise provided in Section 8.01:

                           (i) Each of the Trustee and the Trust Administrator
                  may request and rely upon and shall be protected in acting or
                  refraining from acting upon any resolution, Officers'
                  Certificate, certificate of auditors or any other certificate,
                  statement, instrument, opinion, report, notice, request,
                  consent, order, appraisal, bond or other paper or document
                  reasonably believed by it to be genuine and to have been
                  signed or presented by the proper party or parties;

                           (ii) Each of the Trustee and the Trust Administrator
                  may consult with counsel and any Opinion of Counsel shall be
                  full and complete authorization and protection in respect of
                  any action taken or suffered or omitted by it hereunder in
                  good faith and in accordance with such Opinion of Counsel;

                           (iii) Neither the Trustee nor the Trust Administrator
                  shall be under any obligation to exercise any of the trusts or
                  powers vested in it by this Agreement or to institute, conduct
                  or defend any litigation hereunder or in relation hereto at
                  the request, order or direction of any of the
                  Certificateholders, pursuant to the provisions of this
                  Agreement, unless such Certificateholders shall have offered
                  to the Trustee or the Trust Administrator, as applicable,
                  reasonable security or indemnity against the costs, expenses
                  and liabilities which may be incurred therein or thereby;
                  nothing contained herein shall, however, relieve the Trustee
                  or the Trust Administrator of the obligation, upon the
                  occurrence of a Master Servicer Event of Default (which has
                  not been cured or waived), to exercise such of the rights and
                  powers vested in it by this Agreement, and to use the same
                  degree of care and skill in their exercise as a prudent person
                  would exercise or use under the circumstances in the conduct
                  of such person's own affairs;

                           (iv) Neither the Trustee nor the Trust Administrator
                  shall be personally liable for any action taken, suffered or
                  omitted by it in good faith and believed by it to be
                  authorized or within the discretion or rights or powers
                  conferred upon it by this Agreement;

                           (v) Prior to the occurrence of a Master Servicer
                  Event of Default hereunder and after the curing of all Master
                  Servicer Events of Default which may have occurred, neither
                  the Trustee nor the Trust Administrator shall be bound to make
                  any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, consent, order, approval, bond or
                  other paper or document, unless requested in writing to do so
                  by the Holders of


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                  Certificates entitled to at least 25% of the Voting Rights;
                  provided, however, that if the payment within a reasonable
                  time to the Trustee or the Trust Administrator, as applicable,
                  of the costs, expenses or liabilities likely to be incurred by
                  it in the making of such investigation is, in the opinion of
                  the Trustee or the Trust Administrator, as applicable, not
                  reasonably assured to the Trustee or Trust Administrator, as
                  applicable, by such Certificateholders, the Trustee or the
                  Trust Administrator, as applicable, may require reasonable
                  indemnity against such expense, or liability from such
                  Certificateholders as a condition to taking any such action;

                           (vi) Each of the Trustee and the Trust Administrator
                  may execute any of the trusts or powers hereunder or perform
                  any duties hereunder either directly or by or through agents
                  or attorneys; and

                           (vii) Neither the Trustee nor the Trust Administrator
                  shall be personally liable for any loss resulting from the
                  investment of funds held in the Collection Account at the
                  direction of the Master Servicer pursuant to Section 3.12.

                  (b) All rights of action under this Agreement or under any of
the Certificates, enforceable by the Trustee or the Trust Administrator, may be
enforced by it without the possession of any of the Certificates, or the
production thereof at the trial or other proceeding relating thereto, and any
such suit, action or proceeding instituted by the Trustee or the Trust
Administrator shall be brought in its name for the benefit of all the Holders of
such Certificates, subject to the provisions of this Agreement.

                  SECTION 8.03.             Neither the Trustee nor Trust
                                            Administrator Liable for
                                            Certificates or Mortgage Loans.

                  The recitals contained herein and in the Certificates (other
than the signature of the Trustee or the Trust Administrator, on behalf of the
Trustee, the authentication of the Trustee or the Trust Administrator on the
Certificates, the acknowledgments of the Trustee and the Trust Administrator
contained in Article II and the representations and warranties of the Trustee
and the Trust Administrator in Section 8.12) shall be taken as the statements of
the Depositor and neither the Trustee nor the Trust Administrator assumes any
responsibility for their correctness. Neither the Trustee nor the Trust
Administrator makes any representations or warranties as to the validity or
sufficiency of this Agreement (other than as specifically set forth in Section
8.12) or of the Certificates (other than the signature of the Trust
Administrator, and authentication of the Trust Administrator on the
Certificates) or of any Mortgage Loan or related document. Neither the Trustee
nor the Trust Administrator shall be accountable for the use or application by
the Depositor of any of the Certificates or of the proceeds of such
Certificates, or for the use or application of any funds paid to the Depositor
or the Master Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Master Servicer, other than any
funds held by or on behalf of the Trustee or the Trust Administrator in
accordance with Section 3.10.

                  SECTION 8.04.             Trustee and Trust Administrator May
                                            Own Certificates.



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                  Each of the Trustee and the Trust Administrator in its
individual capacity or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee or Trust
Administrator, as applicable.

                  SECTION 8.05.             Trustee's and Trust Administrator's
                                            Fees and Expenses.

                  (a) The Trust Administrator shall withdraw from the
Distribution Account on each Distribution Date and pay to itself the related
portion of the Administration Fee and any income and gain realized from the
investment of funds deposited in the Distribution Account and pay to the Trustee
the related portion of the Administration Fee.

                  Each of the Trustee and the Trust Administrator and any
director, officer, employee or agent of the Trustee or the Trust Administrator,
as applicable, shall be indemnified by the Trust Fund and held harmless against
any loss, liability or expense (not including expenses, disbursements and
advances incurred or made by the Trustee or the Trust Administrator, as
applicable, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee's or Trust
Administrator's, as the case may be, performance in accordance with the
provisions of this Agreement) incurred by the Trustee or the Trust
Administrator, as applicable, in connection with any claim or legal action or
any pending or threatened claim or legal action arising out of or in connection
with the acceptance or administration of its obligations and duties under this
Agreement, other than any loss, liability or expense (i) resulting from any
breach of the Master Servicer's obligations in connection with this Agreement
for which the Master Servicer shall indemnify the Trustee and the Trust
Administrator pursuant to Section 10.03(c) (and in the case of the Trustee,
resulting from any breach of the Trust Administrator's obligations in connection
with this Agreement for which the Trust Administrator shall indemnify the
Trustee pursuant to Section 10.03(b) and in the case of the Trust Administrator,
resulting from any breach of the Trustee's obligations in connection with this
Agreement for which the Trustee shall indemnify the Trust Administrator pursuant
to Section 10.03(a)), (ii) that constitutes a specific liability of the Trustee
or the Trust Administrator, as applicable, pursuant to Section 10.01(g) or (iii)
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder or in the case of the
Trust Administrator, as a result of a breach of the Trust Administrator's
obligations under Article X hereof. The Master Servicer agrees to indemnify the
Trustee and the Trust Administrator, from, and hold it harmless against, any
loss, liability or expense arising in respect of any breach by the Master
Servicer of its obligations in connection with this Agreement. Such indemnity
shall survive the termination or discharge of this Agreement and the resignation
or removal of the Trustee or the Trust Administrator, as the case may be. Any
payment hereunder made by the Master Servicer to the Trustee or the Trust
Administrator shall be from the Master Servicer's own funds, without
reimbursement from REMIC I therefor.

                  (b) The Depositor shall pay any annual rating agency fees of
the Rating Agencies for ongoing surveillance from its own funds without right of
reimbursement.

                  SECTION 8.06.             Eligibility Requirements for Trustee
                                            and Trust Administrator.



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                  Each of the Trustee and the Trust Administrator hereunder
shall at all times be a corporation or an association (other than the Depositor,
the Seller, the Master Servicer or, in the case of the Trustee, any Affiliate of
the foregoing) organized and doing business under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 (or a
member of a bank holding company whose capital and surplus is at least
$50,000,000) and subject to supervision or examination by federal or state
authority. If such corporation or association publishes reports of conditions at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation or association shall be deemed
to be its combined capital and surplus as set forth in its most recent report of
conditions so published. In case at any time the Trustee or the Trust
Administrator shall cease to be eligible in accordance with the provisions of
this Section, the Trustee or the Trust Administrator, as the case may be, shall
resign immediately in the manner and with the effect specified in Section 8.07.

                  SECTION 8.07.             Resignation and Removal of the
                                            Trustee and the Trust Administrator

                  Either the Trustee or the Trust Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Depositor, the Master Servicer, to the Certificateholders and, if
the Trustee is resigning, to the Trust Administrator, or, if the Trust
Administrator is resigning, to the Trustee. Upon receiving such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or Trust
Administrator (which may be the same Person in the event both the Trustee and
the Trust Administrator resign or are removed) by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee or Trust
Administrator and to the successor Trustee or Trust Administrator, as
applicable. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee or Trust Administrator, as applicable, and the
Master Servicer by the Depositor. If no successor Trustee or Trust Administrator
shall have been so appointed and have accepted appointment within 30 days after
the giving of such notice of resignation, the resigning Trustee or Trust
Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor Trustee or Trust Administrator, as
applicable.

                  If at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of Section 8.06 and shall
fail to resign after written request therefor by the Depositor (or in the case
of the Trust Administrator, the Trustee), or if at any time the Trustee or the
Trust Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the Trust Administrator
or of its property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Trust Administrator of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, then the
Depositor (or in the case of the Trust Administrator, the Trustee) may remove
the Trustee or the Trust Administrator, as applicable, and appoint a successor
Trustee or Trust Administrator (which may be the same Person in the event both
the Trustee and the Trust Administrator resign or are removed) by written
instrument, in duplicate, which instrument shall be delivered to the Trustee or
Trust Administrator, as the case may be, so removed and to the successor Trustee
or Trust Administrator.


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A copy of such instrument shall be delivered to the Certificateholders, the
Trustee or the Trust Administrator, as applicable, and the Master Servicer by
the Depositor.

                  The Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee or the Trust Administrator and
appoint a successor Trustee or Trust Administrator by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee or to the Trust Administrator, as the
case may be, so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Certificateholders and the
Master Servicer by the Depositor. In addition, if the Trustee has knowledge that
the Trust Administrator has breached any of its duties under this Agreement, the
Trustee may remove the Trust Administrator in the same manner as provided in the
prior sentence. For purposes of this Section, the Trustee shall not be deemed to
have knowledge of a breach by the Trust Administrator of any of its duties
hereunder, unless a Responsible Officer of the Trustee , assigned to and working
in the Trustee's Corporate Trust Office has actual knowledge thereof or unless
written notice of any event which is in fact such a breach is received by the
Trustee, and such notice references the Certificates, the Trust Fund or this
Agreement.

                  Any resignation or removal of the Trustee or the Trust
Administrator and appointment of a successor Trustee or Trust Administrator, as
the case may be, pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee or
Trust Administrator as provided in Section 8.08. Notwithstanding the foregoing,
in the event the Trust Administrator advises the Trustee that it is unable to
continue to perform its obligations pursuant to the terms of this Agreement
prior to the appointment of a successor, the Trustee shall be obligated to
perform such obligations until a new Trust Administrator is appointed. Such
performance shall be without prejudice to any claim by a party hereto or
beneficiary hereof resulting from the Trust Administrator's breach of its
obligations hereunder.

                  SECTION 8.08.             Successor Trustee or Trust
                                            Administrator

                  Any successor Trustee or Trust Administrator appointed as
provided in Section 8.07 shall execute, acknowledge and deliver to the
Depositor, the Trustee or the Trust Administrator, as applicable, and its
predecessor Trustee or Trust Administrator an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee or Trust Administrator shall become effective and such
successor Trustee or Trust Administrator, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as Trustee or Trust Administrator herein. The predecessor Trustee or Trust
Administrator shall deliver to the successor Trustee or Trust Administrator all
Mortgage Files and related documents and statements to the extent held by it
hereunder, as well as all moneys, held by it hereunder, and the Depositor and
the predecessor Trustee or Trust Administrator shall execute and deliver such
instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor Trustee or Trust
Administrator all such rights, powers, duties and obligations.

                  No successor Trustee or Trust Administrator shall accept
appointment as provided in this Section unless at the time of such acceptance
such successor Trustee or Trust Administrator


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shall be eligible under the provisions of Section 8.06 and the appointment of
such successor Trustee or Trust Administrator shall not result in a downgrading
of any Class of Certificates by either Rating Agency, as evidenced by a letter
from each Rating Agency.

                  Upon acceptance of appointment by a successor Trustee or Trust
Administrator as provided in this Section, the Depositor shall mail notice of
the succession of such Trustee or Trust Administrator hereunder to all Holders
of Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee or Trust Administrator, the successor
Trustee or Trust Administrator shall cause such notice to be mailed at the
expense of the Depositor.

                  SECTION 8.09.             Merger or Consolidation of Trustee.

                  Any corporation or association into which either the Trustee
or the Trust Administrator may be merged or converted or with which it may be
consolidated or any corporation or association resulting from any merger,
conversion or consolidation to which the Trustee or the Trust Administrator, as
the case may be, shall be a party, or any corporation or association succeeding
to the business of the Trustee or the Trust Administrator, as applicable, shall
be the successor of the Trustee or the Trust Administrator, as the case may be,
hereunder, provided such corporation or association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.

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

                  Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of REMIC I or property securing the same may at the time be located, the
Trustee shall have the power and shall execute and deliver all instruments to
appoint one or more Persons approved by the Trustee to act as co-trustee or co-
trustees, jointly with the Trustee, or separate trustee or separate trustees, of
all or any part of REMIC I, and to vest in such Person or Persons, in such
capacity, such title to REMIC I, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and
trusts as the Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

                  In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed by the Trustee (whether as
Trustee hereunder or as successor to a defaulting Master Servicer hereunder),
the Trustee shall be incompetent or unqualified to perform such act or acts, in
which event such rights, powers, duties and obligations (including the holding
of title to REMIC I or any portion thereof in any such jurisdiction) shall be
exercised and performed by such separate trustee or co-trustee at the direction
of the Trustee.


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                  Any notice, request or other writing given to the Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VIII. Each separate trustee and co-trustee, upon
its acceptance of the trust conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Trustee, or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Trustee. Every such instrument shall be filed with the
Trustee.

                  Any separate trustee or co-trustee may, at any time,
constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee or co-trustee.

                  SECTION 8.11.             Appointment of Office or Agency.

                  The Trust Administrator hereby appoints its Corporate Trust
Office as the office or agency in the City of New York, New York where the
Certificates may be surrendered for registration of transfer or exchange, and
presented for final distribution, and where notices and demands to or upon the
Trust Administrator in respect of the Certificates and this Agreement may be
served.

                  SECTION 8.12.             Representations and Warranties.

                  Each of the Trustee and the Trust Administrator hereby
represents and warrants to the Master Servicer, the Depositor and the Trustee or
the Trust Administrator, as applicable, as of the Closing Date, that:

                  (i) It is a national banking association duly organized,
         validly existing and in good standing under the laws of the United
         States of America.

                  (ii) The execution and delivery of this Agreement by it, and
         the performance and compliance with the terms of this Agreement by it,
         will not violate its articles of association or bylaws or constitute a
         default (or an event which, with notice or lapse of time, or both,
         would constitute a default) under, or result in the breach of, any
         material agreement or other instrument to which it is a party or which
         is applicable to it or any of its assets.

                  (iii) It has the full power and authority to enter into and
         consummate all transactions contemplated by this Agreement, has duly
         authorized the execution, delivery and performance of this Agreement,
         and has duly executed and delivered this Agreement.

                  (iv) This Agreement, assuming due authorization, execution and
         delivery by the other parties hereto, constitutes a valid, legal and
         binding obligation of it, enforceable against


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         it in accordance with the terms hereof, subject to (A) applicable
         bankruptcy, insolvency, receivership, reorganization, moratorium and
         other laws affecting the enforcement of creditors' rights generally,
         and (B) general principles of equity, regardless of whether such
         enforcement is considered in a proceeding in equity or at law.

                  (v) It is not in violation of, and its execution and delivery
         of this Agreement and its performance and compliance with the terms of
         this Agreement will not constitute a violation of, any law, any order
         or decree of any court or arbiter, or any order, regulation or demand
         of any federal, state or local governmental or regulatory authority,
         which violation, in its good faith and reasonable judgment, is likely
         to affect materially and adversely either the ability of it to perform
         its obligations under this Agreement or its financial condition.

                  (vi) No litigation is pending or, to the best of its
         knowledge, threatened against it, which would prohibit it from entering
         into this Agreement or, in its good faith reasonable judgment, is
         likely to materially and adversely affect either the ability of it to
         perform its obligations under this Agreement or its financial
         condition.




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                                   ARTICLE IX

                                   TERMINATION

                  SECTION 9.01              Termination Upon Repurchase or
                                            Liquidation of the REMIC I Regular
                                            Interests.

                  (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer, the
Trustee and the Trust Administrator with respect to the Mortgage Loans (other
than the obligations of the Master Servicer to provide for and the Trust
Administrator to make payments to the Holders of the related Class(es) of the
Certificates as hereinafter set forth) shall terminate upon payment to the
Certificateholders and the deposit of all amounts held by or on behalf of the
Trustee and required hereunder to be so paid or deposited on the Distribution
Date coinciding with or following the earlier to occur of (i) the purchase by
the Master Servicer of all Mortgage Loans and each REO Property remaining in
REMIC I and (ii) the final payment or other liquidation (or any advance with
respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof. The purchase by the Master
Servicer of all Mortgage Loans and each REO Property remaining in REMIC I shall
be at a price (the "Termination Price") equal to the aggregate fair market value
of all of the assets of REMIC I (as determined by the Master Servicer and the
Trustee, as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01);
provided, however, such option may only be exercised if the fair market value of
the assets of REMIC I described above is at least equal to the Stated Principal
Balance of the Mortgage Loans (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 the appraised value of the REO Properties.

                  (b) The Master Servicer shall have the right to purchase all
of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to
clause (i) of the preceding paragraph no later than the Determination Date in
the month immediately preceding the Distribution Date on which the Certificates
will be retired; provided, however, that the Master Servicer, as provided above,
may elect to purchase all of the Mortgage Loans and each REO Property remaining
in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal
Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund
at the time of such election is reduced to less than 10% of the aggregate Stated
Principal Balance of the Mortgage Loans at the Cut-off Date. For federal income
tax purposes, the purchase by the Master Servicer of all Mortgage Loans and all
REO Properties underlying the Certificates is intended to facilitate a
redemption of such Certificates pursuant to a "cleanup call" within the meaning
of Treasury regulation section 1.860G-2(j). Notwithstanding the foregoing, the
Master Servicer shall have the right to transfer, sell or assign its rights to
purchase all of the Mortgage Loans and each REO Property remaining in REMIC I.

                  (c) Notice of the liquidation of the Certificates shall be
given promptly by the Trust Administrator by letter to Certificateholders mailed
(a) in the event such notice is given in


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connection with the purchase of the Mortgage Loans and each REO Property
remaining in REMIC I by the Master Servicer, not earlier than the 15th day and
not later than the 25th day of the month next preceding the month of the final
distribution on the Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment of the Certificates will be made upon presentation and
surrender of the Certificates at the office of the Trust Administrator therein
designated, (ii) the amount of any such final payment, (iii) that no interest
shall accrue in respect of the Certificates from and after the Interest Accrual
Period relating to the final Distribution Date therefor and (iv) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office of the Trust Administrator. In the event such notice is given in
connection with the purchase of all of the Mortgage Loans and each REO Property
remaining in REMIC I by the Master Servicer, the Master Servicer shall deliver
to the Trust Administrator for deposit in the Distribution Account not later
than the last Business Day of the month next preceding the month in which such
distribution will be made an amount in immediately available funds equal to the
Termination Price. Upon certification to the Trust Administrator by a Servicing
Officer of the making of such final deposit, the Trustee shall promptly release
or cause to be released to the Master Servicer the Mortgage Files for the
remaining Mortgage Loans, and the Trustee shall execute all assignments,
endorsements and other instruments delivered to it which are necessary to
effectuate such transfer.

                  (d) Upon presentation of the Certificates by the
Certificateholders on the final Distribution Date, the Trust Administrator shall
distribute to each Certificateholder so presenting and surrendering its
Certificates the amount otherwise distributable on such Distribution Date in
accordance with Section 4.01 in respect of the Certificates so presented and
surrendered. Any funds not distributed to any Holder or Holders of Certificates
being retired on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trust Administrator and credited to the account of the
appropriate non-tendering Holder or Holders. If any Certificates as to which
notice has been given pursuant to this Section 9.01 shall not have been
surrendered for cancellation within six months after the time specified in such
notice, the Trust Administrator shall mail a second notice to the remaining non-
tendering Certificateholders to surrender their Certificates for cancellation in
order to receive the final distribution with respect thereto. If within one year
after the second notice all such Certificates shall not have been surrendered
for cancellation, the Trust Administrator shall, directly or through an agent,
mail a final notice to remaining related non-tendering Certificateholders
concerning surrender of their Certificates. The costs and expenses of
maintaining the funds in trust and of contacting such Certificateholders shall
be paid out of the assets remaining in the trust funds. If within one year after
the final notice any such Certificates shall not have been surrendered for
cancellation, the Trust Administrator shall pay to Salomon Smith Barney Inc. all
such amounts, and all rights of non-tendering Certificateholders in or to such
amounts shall thereupon cease. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust by the Trust Administrator as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01.

                  Immediately following the deposit of funds in trust hereunder
in respect of the Certificates, the Trust Fund shall terminate.


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                  SECTION 9.02              Additional Termination Requirements.

                  (a) In the event that the Master Servicer purchases all the
Mortgage Loans and each REO Property, the Trust Fund shall be terminated in
accordance with the following additional requirements (or in connection with the
final payment on or other liquidation of the last Mortgage Loan or REO Property
remaining in REMIC I, the additional requirement specified in clause (i) below):

                           (i) The Trust Administrator shall specify the first
                  day in the 90-day liquidation period in a statement attached
                  to REMIC I's final Tax Return pursuant to Treasury regulation
                  Section 1.860F-1, and such termination shall satisfy all
                  requirements of a qualified liquidation under Section 860F of
                  the Code and any regulations thereunder, as evidenced by an
                  Opinion of Counsel obtained at the expense of the Master
                  Servicer;

                           (ii) During such 90-day liquidation period, and at or
                  prior to the time of making of the final payment on the
                  Certificates, the Trustee shall sell all of the assets of
                  REMIC I to the Master Servicer for cash; and

                           (iii) At the time of the making of the final payment
                  on the Certificates, the Trust Administrator shall distribute
                  or credit, or cause to be distributed or credited, to the
                  Holders of the Residual Certificates all cash on hand in REMIC
                  I (other than cash retained to meet claims), and the Trust
                  Fund shall terminate at that time.

                  (b) At the expense of the Master Servicer (or in the event of
termination under Section 9.01(a)(ii), at the expense of the Trust
Administrator), the Trust Administrator shall prepare or cause to be prepared
the documentation required in connection with the adoption of a plan of
liquidation of REMIC I pursuant to this Section 9.02.

                  (c) By their acceptance of Certificates, the Holders thereof
hereby agree to authorize the Trust Administrator to specify the 90-day
liquidation period for REMIC I, which authorization shall be binding upon all
successor Certificateholders.





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                                    ARTICLE X

                                REMIC PROVISIONS

                  SECTION 10.01.            REMIC Administration.

                  (a) The Trust Administrator shall elect to treat REMIC I as a
REMIC under the Code and, if necessary, under applicable state law. Such
election will be made by the Trust Administrator on Form 1066 or other
appropriate federal tax or information return or any appropriate state return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
REMIC I, the Certificates (other than the Class R Certificates) shall be
designated as the Regular Interests in REMIC I and the Class R Certificates
shall be designated as the Residual Interests in REMIC I. Neither the Trustee
nor the Trust Administrator shall permit the creation of any "interests" in
REMIC I (within the meaning of Section 860G of the Code) other than the
Certificates and the interests represented by the Certificates.

                  (b) The Closing Date is hereby designated as the "Startup Day"
of REMIC I within the meaning of Section 860G(a)(9) of the Code.

                  (c) The Trust Administrator shall pay out of its own funds,
without any right of reimbursement, any and all expenses relating to any tax
audit of the Trust Fund (including, but not limited to, any professional fees or
any administrative or judicial proceedings with respect to REMIC I that involve
the Internal Revenue Service or state tax authorities), other than the expense
of obtaining any tax related Opinion of Counsel except as specified herein. The
Trust Administrator, as agent for REMIC I's tax matters person, shall (i) act on
behalf of the Trust Fund in relation to any tax matter or controversy involving
REMIC I and (ii) represent the Trust Fund in any administrative or judicial
proceeding relating to an examination or audit by any governmental taxing
authority with respect thereto. The holder of the largest Percentage Interest of
the Residual Certificates shall be designated, in the manner provided under
Treasury regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the REMIC created hereunder. By
its acceptance thereof, the holder of the largest Percentage Interest of the
Residual Certificates hereby agrees to irrevocably appoint the Trust
Administrator or an Affiliate as its agent to perform all of the duties of the
tax matters person for the Trust Fund.

                  (d) The Trust Administrator shall prepare, the Trustee shall
sign, and the Trust Administrator shall file, all of the Tax Returns in respect
of the REMIC created hereunder. The expenses of preparing and filing such
returns shall be borne by the Trust Administrator without any right of
reimbursement therefor. The Master Servicer shall provide on a timely basis to
the Trust Administrator or its designee such information with respect to the
assets of the Trust Fund as is in its possession and reasonably required by the
Trust Administrator to enable it to perform its obligations under this Article.

                  (e) The Trust Administrator shall perform on behalf of REMIC I
all reporting and other tax compliance duties that are the responsibility of the
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local


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taxing authority including the filing of Form 8811 with the Internal Revenue
Service within 30 days following the Closing Date. Among its other duties, as
required by the Code, the REMIC Provisions or other such compliance guidance,
the Trust Administrator shall provide (i) to any Transferor of a Residual
Certificate such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any Person who is not a
Permitted Transferee, (ii) to the Certificateholders such information or reports
as are required by the Code or the REMIC Provisions including reports relating
to interest, original issue discount and market discount or premium (using the
Prepayment Assumption as required) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as the
representative of REMIC I. The Master Servicer shall provide on a timely basis
to the Trust Administrator such information with respect to the assets of the
Trust Fund, including, without limitation, the Mortgage Loans, as is in its
possession and reasonably required by the Trust Administrator to enable it to
perform its obligations under this subsection. In addition, the Depositor shall
provide or cause to be provided to the Trust Administrator, within ten (10) days
after the Closing Date, all information or data that the Trust Administrator
reasonably determines to be relevant for tax purposes as to the valuations and
issue prices of the Certificates, including, without limitation, the price,
yield, prepayment assumption and projected cash flow of the Certificates.

                  (f) The Master Servicer, the Trustee and the Trust
Administrator shall take such action and shall cause REMIC I to take such action
as shall be necessary to create or maintain the status thereof as a REMIC under
the REMIC Provisions. The Master Servicer, the Trustee and the Trust
Administrator shall not take any action, cause the Trust Fund to take any action
or fail to take (or fail to cause to be taken) any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of REMIC I as a REMIC or (ii) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC set forth in Section 860G(d) of the Code) (either such event, an "Adverse
REMIC Event") unless the Trustee and the Trust Administrator have received an
Opinion of Counsel, addressed to the Trustee and the Trust Administrator (at the
expense of the party seeking to take such action but in no event at the expense
of the Trust Administrator or the Trustee) to the effect that the contemplated
action will not, with respect to REMIC I, endanger such status or result in the
imposition of such a tax, nor shall the Master Servicer take or fail to take any
action (whether or not authorized hereunder) as to which the Trustee or the
Trust Administrator has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with respect to REMIC I or
its assets, or causing REMIC I to take any action, which is not contemplated
under the terms of this Agreement, the Master Servicer will consult with the
Trustee and the Trust Administrator or their designee, in writing, with respect
to whether such action could cause an Adverse REMIC Event to occur with respect
to REMIC I, and the Master Servicer shall not take any such action or cause
REMIC I to take any such action as to which the Trustee or the Trust
Administrator has advised it in writing that an Adverse REMIC Event could occur.
The Trust Administrator and the Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event shall such cost be
an expense of the Trustee or the Trust Administrator. At all times as may be
required by the Code, the Trust Administrator, the Trustee or the Master
Servicer will ensure that substantially all of the assets of REMIC I will
consist of


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"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

                  (g) In the event that any tax is imposed on "prohibited
transactions" of the REMIC created hereunder as defined in Section 860F(a)(2) of
the Code, on the "net income from foreclosure property" of the REMIC as defined
in Section 860G(c) of the Code, on any contributions to the REMIC after the
Startup Day therefor pursuant to Section 860G(d) of the Code, or any other tax
is imposed by the Code or any applicable provisions of state or local tax laws,
such tax shall be charged (i) to the Trust Administrator pursuant to Section
10.03 hereof, if such tax arises out of or results from a breach by the Trust
Administrator of any of its obligations under this Article X, (ii) to the
Trustee pursuant to Section 10.03 hereof, if such tax arises out of or results
from a breach by the Trustee of any of its obligations under this Article X,
(iii) to the Master Servicer pursuant to Section 10.03 hereof, if such tax
arises out of or results from a breach by the Master Servicer of any of its
obligations under Article III or this Article X, or otherwise (iv) against
amounts on deposit in the Distribution Account and shall be paid by withdrawal
therefrom.

                  (h) On or before April 15 of each calendar year, commencing
April 15, 2003, the Trust Administrator shall deliver to the Master Servicer,
the Trustee and the Rating Agencies a Certificate from a Responsible Officer of
the Trust Administrator stating the Trust Administrator's compliance with this
Article X.

                  (i) The Trust Administrator shall, for federal income tax
purposes, maintain books and records with respect to REMIC I on a calendar year
and on an accrual basis.

                  (j) Following the Startup Day, the Master Servicer, the
Trustee and the Trust Administrator shall not accept any contributions of assets
to REMIC I other than in connection with any Qualified Substitute Mortgage Loan
delivered in accordance with Section 2.03 unless it shall have received an
Opinion of Counsel to the effect that the inclusion of such assets in the Trust
Fund will not cause the REMIC to fail to qualify as a REMIC at any time that any
Certificates are outstanding or subject the REMIC to any tax under the REMIC
Provisions or other applicable provisions of federal, state and local law or
ordinances.

                  (k) None of the Trustee, the Trust Administrator or the Master
Servicer shall enter into any arrangement by which REMIC I will receive a fee or
other compensation for services nor permit either such REMIC to receive any
income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.

                  SECTION 10.02.            Prohibited Transactions and
                                            Activities.

                  None of the Depositor, the Master Servicer, the Trust
Administrator or the Trustee shall sell, dispose of or substitute for any of the
Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage
Loan, including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC
I, (iii) the termination of REMIC I pursuant to Article IX of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a purchase
of Mortgage Loans pursuant to Article II or III of this Agreement), nor


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acquire any assets for REMIC I (other than REO Property acquired in respect of a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to REMIC I after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of REMIC I as a REMIC or (b) cause REMIC I to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions.

                  SECTION 10.03.            Master Servicer and Trust
                                            Administrator Indemnification.

                  (a) The Trust Administrator agrees to indemnify the Trust
Fund, the Depositor, the Master Servicer and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Depositor, the Master Servicer or the Trustee as
a result of a breach of the Trust Administrator's covenants set forth in this
Article X.

                  (b) The Master Servicer agrees to indemnify the Trust Fund,
the Depositor, the Trust Administrator and the Trustee for any taxes and costs
including, without limitation, any reasonable attorneys' fees imposed on or
incurred by the Trust Fund, the Depositor, the Trust Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set forth in
Article III or this Article X.




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                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  SECTION 11.01.            Amendment.

                  This Agreement may be amended from time to time by the
Depositor, the Master Servicer, the Trustee and the Trust Administrator without
the consent of any of the Certificateholders, (i) to cure any ambiguity or
defect, (ii) to correct, modify or supplement any provisions herein (including
to give effect to the expectations of Certificateholders), (iii) to amend the
provisions of Section 4.07 or (iv) to make any other provisions with respect to
matters or questions arising under this Agreement which shall not be
inconsistent with the provisions of this Agreement, provided that such action
shall not, as evidenced by either (a) an Opinion of Counsel delivered to the
Trustee and the Trust Administrator or (b) written notice to the Depositor, the
Master Servicer, the Trust Administrator and the Trustee from the Rating
Agencies that such action will not result in the reduction or withdrawal of the
rating of any outstanding Class of Certificates with respect to which it is a
Rating Agency, adversely affect in any material respect the interests of any
Certificateholder. No amendment shall be deemed to adversely affect in any
material respect the interests of any Certificateholder who shall have consented
thereto, and no Opinion of Counsel or written notice from the Rating Agencies
shall be required to address the effect of any such amendment on any such
consenting Certificateholder.

                  This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Trust Administrator and the Trustee with the
consent of the Holders of Certificates entitled to at least 66% of the Voting
Rights for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments received on Mortgage Loans which are required to be distributed on
any Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Holders of any
Class of Certificates in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least 66% of
the Voting Rights allocated to such Class, or (iii) modify the consents required
by the immediately preceding clauses (i) and (ii) without the consent of the
Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.

                  Notwithstanding any contrary provision of this Agreement,
neither the Trustee nor the Trust Administrator shall consent to any amendment
to this Agreement unless it shall have first received an Opinion of Counsel to
the effect that such amendment will not result in the imposition of any tax on
REMIC I pursuant to the REMIC Provisions or cause REMIC I to fail to qualify as
a REMIC at any time that any Certificates are outstanding.



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                  Prior to executing any amendment pursuant to this Section, the
Trustee and the Trust Administrator shall be entitled to receive an Opinion of
Counsel (provided by the Person requesting such amendment) to the effect that
such amendment is authorized or permitted by this Agreement.

                  Promptly after the execution of any such amendment the Trust
Administrator shall furnish a copy of such amendment to each Certificateholder.

                  It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trust Administrator may prescribe.

                  The cost of any Opinion of Counsel to be delivered pursuant to
this Section 11.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Trustee or
the Trust Administrator.

                  Notwithstanding the foregoing, each of the Trustee and Trust
Administrator may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities under
this Agreement or otherwise.

                  SECTION 11.02.            Recordation of Agreement;
                                            Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of Certificateholders accompanied by an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the
interests of the Certificateholders.

                  For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.

                  SECTION 11.03.            Limitation on Rights of
                                            Certificateholders.

                  The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of the
Trust Fund, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

                  No Certificateholder shall have any right to vote (except as
expressly provided for herein) or in any manner otherwise control the operation
and management of the Trust Fund, or the


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obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of any of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision hereof.

                  No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless (i)
such Holder previously shall have given to the Trustee and the Trust
Administrator a written notice of default and of the continuance thereof, as
hereinbefore provided, and (ii) the Holders of Certificates entitled to at least
25% of the Voting Rights shall have made written request upon the Trustee and
the Trust Administrator to institute such action, suit or proceeding in its own
name as Trustee or Trust Administrator hereunder and shall have offered to the
Trustee or the Trust Administrator, as applicable, such indemnity satisfactory
to it against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee or the Trust Administrator, for 15 days after its
receipt of such notice, request and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding. It is understood and
intended, and expressly covenanted by each Certificateholder with every other
Certificateholder, the Trustee and the Trust Administrator, that no one or more
Holders of Certificates shall have any right in any manner whatsoever by virtue
of any provision of this Agreement to affect, disturb or prejudice the rights of
the Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, or to enforce any right
under this Agreement, except in the manner herein provided and for the equal,
ratable and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section, each and every Certificateholder,
the Trustee and the Trust Administrator shall be entitled to such relief as can
be given either at law or in equity.

                  SECTION 11.04.            Governing Law.

                  This Agreement shall be construed in accordance with the laws
of the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.

                  SECTION 11.05.            Notices.

                  All directions, demands and notices hereunder shall be sent
(i) via facsimile (with confirmation of receipt) or (ii) in writing and shall be
deemed to have been duly given when received if personally delivered at or
mailed by first class mail, postage prepaid, or by express delivery service or
delivered in any other manner specified herein, to (a) in the case of the
Depositor, 390 Greenwich Street, New York, New York 10013, Attention: Mortgage
Finance Group (telecopy number (212) 723-8604), or such other address or
telecopy number as may hereafter be furnished to the Master Servicer, the Trust
Administrator and the Trustee in writing by the Depositor, (b) in the case of
the Master Servicer, Sovereign Bank Capital Markets, Center Square - Concourse,
1500 Market Street, Philadelphia, PA 19102, Attention: Securitization
Department, (telecopy: (267) 675-0643), with a copy to 1130 Berkshire Blvd.,
Wyomissing, Pennsylvania 19610, Attention: David A. Silverman, (telecopy: (610)
735-1452), or such other address or telecopy number as may hereafter be
furnished


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to the Trustee, the Trust Administrator and the Depositor in writing by the
Master Servicer, (c) in the case of the Trustee, 180 East Fifth Street, St.
Paul, Minnesota, 55101, Attention: Structured Finance/SBMSVII 2002-1 (telecopy
number (651) 244-0089), or such other address or telecopy number as may
hereafter be furnished to the Master Servicer, the Trust Administrator and the
Depositor in writing by the Trustee and (d) in the case of the Trust
Administrator, 111 Wall Street, 14th Floor--Zone 3, New York, New York 10005,
Attention: Structured Finance/SBMSVII 2002-1 (telecopy number (212) 657-4009),
or such other address or telecopy number as may hereafter be furnished to the
Master Servicer, the Depositor and the Trustee in writing by the Trust
Administrator. Any notice required or permitted to be given to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

                  SECTION 11.06.            Severability of Provisions.

                  If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Certificates or the rights of the Holders thereof.

                  SECTION 11.07.            Notice to Rating Agencies.

                  The Trust Administrator shall use its best efforts promptly to
provide notice to the Rating Agencies with respect to each of the following of
which it has actual knowledge:

                           1. Any material change or amendment to this
                  Agreement;

                           2. The occurrence of any Master Servicer Event of
                  Default that has not been cured or waived;

                           3. The resignation or termination of the Master
                  Servicer, the Trust Administrator or the Trustee;

                           4. The repurchase or substitution of Mortgage Loans
                  pursuant to or as contemplated by Section 2.03;

                           5. The final payment to the Holders of any Class of
                  Certificates;

                           6. Any change in the location of the Collection
                  Account or the Distribution Account;



                                       130

<PAGE>



                           7. Any event that would result in the inability of
                  the Trust Administrator or the Trustee, as applicable, were it
                  to succeed as Master Servicer, to make advances regarding
                  delinquent Mortgage Loans; and

                           8. The filing of any claim under the Master
                  Servicer's blanket bond and errors and omissions insurance
                  policy required by Section 3.14 or the cancellation or
                  material modification of coverage under any such instrument.

                  In addition, the Trust Administrator shall promptly furnish to
the Rating Agencies copies of each report to Certificateholders described in
Section 4.02 and the Master Servicer, as required pursuant to Section 3.20 and
Section 3.21, shall promptly furnish to the Rating Agencies copies of the
following:

                           1. Each annual statement as to compliance described
                  in Section 3.20; and

                           2. Each annual independent public accountants'
                  servicing report described in Section 3.21.

                  Any such notice pursuant to this Section 11.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies,
Inc., 55 Water Street, New York, New York 10004, to Fitch Ratings, One State
Street Plaza, New York, New York 10004 and to Moody's Investors Service, Inc.,
99 Church Street, New York, New York 10007, or such other addresses as the
Rating Agencies may designate in writing to the parties hereto.

                  SECTION 11.08.            Article and Section References.

                  All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.

                  SECTION 11.09.            Grant of Security Interest.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Depositor to the Trustee be, and be
construed as, a sale of the Mortgage Loans by the Depositor and not a pledge of
the Mortgage Loans by the Depositor to secure a debt or other obligation of the
Depositor. However, in the event that, notwithstanding the aforementioned intent
of the parties, the Mortgage Loans are held to be property of the Depositor,
then, (a) it is the express intent of the parties that such conveyance be deemed
a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt
or other obligation of the Depositor and (b)(1) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9 of the
Uniform Commercial Code as in effect from time to time in the State of New York;
(2) the conveyance provided for in Section 2.01 hereof shall be deemed to be a
grant by the Depositor to the Trustee of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and all
amounts payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash,


                                       131

<PAGE>



instruments, securities or other property, including without limitation all
amounts, other than investment earnings, from time to time held or invested in
the Collection Account and the Distribution Account, whether in the form of
cash, instruments, securities or other property; (3) the obligations secured by
such security agreement shall be deemed to be all of the Depositor's obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage Loans
and the Trust Fund; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.




                                       132

<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Trust Administrator and the Trustee have caused their names to be signed hereto
by their respective officers thereunto duly authorized, in each case as of the
day and year first above written.

                                         SALOMON BROTHERS MORTGAGE
                                         SECURITIES VII, INC.,
                                         as Depositor


                                         By:    /s/ Matthew R. Bollo
                                                --------------------
                                         Name:      Matthew R. Bollo
                                         Title:     Vice President



                                         SOVEREIGN BANK,
                                         as Master Servicer


                                         By:   /s/ Charles Clark, Jr.
                                               ----------------------
                                         Name:     Charles Clark, Jr.
                                         Title:    Vice President


                                         U.S. BANK NATIONAL ASSOCIATION,
                                         not in its individual capacity but
                                         solely as Trustee


                                         By:   /s/ Shannon M. Rantz
                                               ----------------------
                                         Name:     Shannon M. Rantz
                                         Title:    Assistant Vice President


                                         CITIBANK, N.A., not in its individual
                                         capacity but solely as Trust
                                         Administrator


                                         By:   /s/ Karen Schluter
                                               ----------------------
                                         Name:     Karen Schluter
                                         Title:    Assistant Vice President




                                       133

<PAGE>



STATE OF NEW YORK       )
                        ) ss.:
COUNTY OF NEW YORK      )


                  On the __th day of December 2002, before me, a notary public
in and for said State, personally appeared _________________, known to me to be
an Assistant Vice President of Salomon Brothers Mortgage Securities VII, Inc.,
one of the corporations that executed the within instrument, and also known to
me to be the person who executed it on behalf of said corporation, and
acknowledged to me that such corporation executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                        ________________________
                                                              Notary Public


[Notarial Seal]




                                       134

<PAGE>



STATE OF ______________         )
                                ) ss.:
COUNTY OF ___________           )


                  On the __th day of December 2002, before me, a notary public
in and for said State, personally appeared ______________, known to me to be a
________________ of Sovereign Bank, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.



                                                        ________________________
                                                              Notary Public


[Notarial Seal]




                                       135

<PAGE>



STATE OF ____________   )
                        ) ss.:
COUNTY OF ___________   )


                  On the __th day of December 2002, before me, a notary public
in and for said State, personally appeared ______________, known to me to be a
_______________ of U.S. Bank National Association, one of the entities that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
entity executed the within instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                        ________________________
                                                              Notary Public


[Notarial Seal]


                                       136

<PAGE>


STATE OF ____________   )
                        ) ss.:
COUNTY OF ___________   )


                  On the __th day of December 2002, before me, a notary public
in and for said State, personally appeared ______________, known to me to be a
_______________ of Citibank, N.A., one of the entities that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such entity executed the within
instrument.

                  IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                                        ________________________
                                                              Notary Public


[Notarial Seal]




                                       137

<PAGE>

                                   EXHIBIT A-1
                                   -----------

                          FORM OF CLASS A-1 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").


Series 2002-1, Class A-1                     Aggregate Certificate Principal
                                             Balance of Class A-1 Certificates
                                             as of the Issue Date: $
                                             ___________________

Pass-Through Rate: Variable                  Denomination: $________________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

                                             CUSIP: ____________

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.




                                      A-1-1

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that _____________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-1 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-1-2

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class A-1 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Group I Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.


                                      A-1-3

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-1-4

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By: _______________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory


                                      A-1-5

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -   Custodian
                                                             -----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                         (State)

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.
Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                           Signature Guaranteed




                                      A-1-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ______________________________________________, for the
account of ___________________________, account number ________________, or, if
mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.





                                      A-1-7

<PAGE>



                                   EXHIBIT A-2
                                   -----------

                          FORM OF CLASS A-2 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES TO THE
     EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.


Series 2002-1, Class A-2                     Aggregate Certificate Principal
                                             Balance of Class A-2 Certificates
                                             as of Issue Date: $________________

Pass-Through Rate: Variable                  Denomination: $_________________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

                                             CUSIP: _____________

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.




                                      A-2-1

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that _____________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-2 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-2-2

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class A-2 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.


                                      A-2-3

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-2-4

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December  __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory





                                      A-2-5

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -    Custodian
                                                             ----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                          _____________________________________
                                          Signature by or on behalf of assignor


                                          _____________________________________
                                          Signature Guaranteed




                                      A-2-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.



                                      A-2-7

<PAGE>



                                   EXHIBIT A-3
                                   -----------

                          FORM OF CLASS A-3 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES AND
     THE CLASS A-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT
     REFERRED TO HEREIN.


Series 2002-1, Class A-3                     Aggregate Certificate Principal
                                             Balance of Class A-3 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $________________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank

December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

                                             CUSIP: ____________

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.




                                      A-3-1

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that _____________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-3 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-3 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-3 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-3-2

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class A-3 Certificates and any Distribution Date,
the Pass-Through Rate a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Group III Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.


                                      A-3-3

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-3-4

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory




                                      A-3-5

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -    Custodian
                                                             ----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                        (State)

    Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

          I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                           Signature Guaranteed




                                      A-3-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.




                                      A-3-7

<PAGE>



                                   EXHIBIT A-4
                                   -----------

                          FORM OF CLASS A-4 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES AND THE CLASS A-3 CERTIFICATES TO THE EXTENT
     DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.


Series 2002-1, Class A-4                     Aggregate Certificate Principal
                                             Balance of Class A-4 Certificates
                                             as of the Issue Date: $ ___________

Pass-Through Rate: Variable                  Denomination: $________________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

                                             CUSIP: ____________

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.




                                      A-4-1

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that _____________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class A-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class A-4 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-4 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                                       A-4-2

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates")and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class A-4 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Group IV Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.


                                      A-4-3

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-4-4

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                      Authorized Signatory




                                      A-4-5

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -    Custodian
                                                             ----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                            (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

          I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed




                                      A-4-6

<PAGE>



                            DISTRIBUTION INSTRUCTIONS

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.




                                      A-4-7

<PAGE>



                                   EXHIBIT A-5
                                   -----------

                          FORM OF CLASS B-1 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES THE CLASS A-3 CERTIFICATES AND THE CLASS A-4
     CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
     HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.




                                      A-5-1

<PAGE>




Series 2002-1, Class B-1                     Aggregate Certificate Principal
                                             Balance of Class B-1 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $________________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank

December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.




                                      A-5-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate, first lien mortgage loans (the "Mortgage Loans") formed and
sold by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that ____________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-1 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-1 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-1 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-5-3

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class B-1 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                      A-5-4

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.



                                      A-5-5

<PAGE>



          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-5-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December__, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory



                                      A-5-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                            -----------------
TEN ENT - as tenants by the entireties                      (Cust)  (Minor)
                                                            under Uniform Gifts
JT TEN  - as joint tenants with right                       to Minors Act
         of survivorship and not as                         _________________
         tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                           Signature Guaranteed




                                      A-5-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.


                                      A-5-9

<PAGE>



                                   EXHIBIT A-6
                                   -----------

                          FORM OF CLASS B-2 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
     CERTIFICATES AND THE CLASS B-1 CERTIFICATES TO THE EXTENT DESCRIBED
     IN THE AGREEMENT REFERRED TO HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.




                                      A-6-1

<PAGE>




Series 2002-1, Class B-2
                                             Aggregate Certificate Principal
                                             Balance of Class B-2 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $______________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.





                                      A-6-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-2 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-2 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-2 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-6-3

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class B-2 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                      A-6-4

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.



                                      A-6-5

<PAGE>



          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-6-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:_______________________________
                                                      Authorized Signatory



                                      A-6-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common          UNIF GIFT MIN ACT -     Custodian
                                                             ----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                            (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                           Signature Guaranteed




                                      A-6-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.




                                      A-6-9

<PAGE>



                                   EXHIBIT A-7
                                   -----------

                          FORM OF CLASS B-3 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
     CERTIFICATES, THE CLASS B-1 CERTIFICATES AND THE CLASS B-2
     CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
     HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.




                                      A-7-1

<PAGE>




Series 2002-1, Class B-3                     Aggregate Certificate Principal
                                             Balance of Class B-3 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $______________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.





                                      A-7-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          Rights. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificate issued upon This certifies that
________________ is the registered owner of a Percentage Interest (obtained by
dividing the denomination of this Certificate by the aggregate Certificate
Principal Balance of the Class B-3 Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class B-3
Certificates in REMIC I created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer, the Trustee and
the Trust Administrator, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-3 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such


                                      A-7-3

<PAGE>



Holder appearing in the Certificate Register. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
Trust Administrator of the pendency of such distribution and only upon the
presentation and surrender of this Certificate at the office or agency appointed
by the Trust Administrator for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class B-3 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

          The Certificates are issuable in fully registered form only without
coupons in Classes


                                      A-7-4

<PAGE>



and denominations representing Percentage Interests specified in the Agreement.
As provided in the Agreement and subject to certain limitations set forth
therein, Certificates are exchangeable for new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest, as
requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby shall


                                      A-7-5

<PAGE>



terminate upon payment (or provision for payment) to the Holders of the
Certificates of all amounts held by or on behalf of the Trust Administrator and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the final payment (or any advance with respect thereto) on or other
liquidation of the last Mortgage Loan remaining in REMIC I, and (ii) the
purchase by the party designated in the Agreement at a price determined as
provided in the Agreement from REMIC I of all the Mortgage Loans and all
property acquired in respect of such Mortgage Loans remaining therein. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from REMIC I all the Mortgage Loans and all property acquired in
respect of any Mortgage Loan remaining therein at a price determined as provided
in the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-7-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory



                                      A-7-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common          UNIF GIFT MIN ACT -    Custodian
                                                            -----------------
TEN ENT - as tenants by the entireties                      (Cust)  (Minor)
                                                            under Uniform Gifts
JT TEN  - as joint tenants with right                       to Minors Act
         of survivorship and not as                         _________________
         tenants in common                                           (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                          _____________________________________
                                          Signature by or on behalf of assignor


                                          _____________________________________
                                          Signature Guaranteed


                                      A-7-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.




                                      A-7-9

<PAGE>



                                   EXHIBIT A-8
                                   -----------

                          FORM OF CLASS B-4 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
     CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES
     AND THE CLASS B-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
     AGREEMENT REFERRED TO HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.




                                      A-8-1

<PAGE>




Series 2002-1, Class B-4                     Aggregate Certificate Principal
                                             Balance of Class B-4 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $______________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association
No. 1
                                             Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.





                                      A-8-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR
     ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-4 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-4 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-4 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-8-3

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Subordinate Certificates and any Distribution
Date, the Pass-Through Rate is a rate per annum equal to the weighted average of
the Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis
of the outstanding Stated Principal Balances of the Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                      A-8-4

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.



                                      A-8-5

<PAGE>



          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-8-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

         This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory




                                      A-8-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -   Custodian
                                                             -----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

          I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed


                                      A-8-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.




                                      A-8-9

<PAGE>



                                   EXHIBIT A-9
                                   -----------

                          FORM OF CLASS B-5 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT",
     AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D
     OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
     CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES,
     THE CLASS B-3 CERTIFICATES AND THE CLASS B-4 CERTIFICATES TO THE
     EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.




                                      A-9-1

<PAGE>




Series 2002-1, Class B-5                     Aggregate Certificate Principal
                                             Balance of Class B-5 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $_____________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002
                                             Trustee: U.S. Bank National
First Distribution Date: January 27, 2002    Association

No. 1                                        Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002


     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.





                                      A-9-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
     OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-5 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-5 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-5 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                      A-9-3

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class B-5 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                      A-9-4

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.



                                      A-9-5

<PAGE>



          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                      A-9-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By: ______________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By: _______________________________
                                                      Authorized Signatory




                                      A-9-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -   Custodian
                                                             -----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                           Signature Guaranteed


                                      A-9-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.



                                      A-9-9

<PAGE>



                                  EXHIBIT A-10
                                  ------------

                          FORM OF CLASS B-6 CERTIFICATE

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT", AS
     THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
     THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

     THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A-1 CERTIFICATES, THE
     CLASS A-2 CERTIFICATES, THE CLASS A-3 CERTIFICATES, THE CLASS A-4
     CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS B-2 CERTIFICATES,
     THE CLASS B-3 CERTIFICATES, THE CLASS B-4 CERTIFICATES AND THE CLASS
     B-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
     HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.




                                     A-10-1

<PAGE>




Series 2002-1, Class B-6                     Aggregate Certificate Principal
                                             Balance of Class B-6 Certificates
                                             as of the Issue Date: $____________

Pass-Through Rate: Variable                  Denomination: $______________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association
No. 1
                                             Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002

     DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF
     THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
     ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT
     ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION
     OF THIS CERTIFICATE.





                                     A-10-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
     OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that ________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Certificate Principal Balance of the Class B-6 Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class B-6 Certificates in REMIC I created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Salomon
Brothers Mortgage Securities VII, Inc. (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement), the Master
Servicer, the Trustee and the Trust Administrator, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class B-6 Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                     A-10-3

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Class B-5 Certificates and any Distribution Date,
the Pass- Through Rate is a rate per annum equal to the weighted average of the
Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the basis of
the outstanding Stated Principal Balances of the Mortgage Loans as of the first
day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                     A-10-4

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.



                                     A-10-5

<PAGE>



          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-10-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory



                                     A-10-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -   Custodian
                                                             -----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
______________________________________________________________________________.

Dated:

                                          ______________________________________
                                          Signature by or on behalf of assignor


                                          ______________________________________
                                          Signature Guaranteed



                                     A-10-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.










                                     A-10-9

<PAGE>



                                  EXHIBIT A-11
                                  ------------

                           FORM OF CLASS R CERTIFICATE

     THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
     PERSON.

     SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
     "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT"
     ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
     AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
     "CODE").

     ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
     MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
     AGREEMENT REFERRED TO HEREIN.

     THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
     STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED
     PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN
     TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
     UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO HEREIN.

     NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
     RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
     CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
     DESCRIBED HEREIN.

     ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
     MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE
     TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
     POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY
     FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
     INSTRUMENTALITY OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER
     THAN A COOPERATIVE DESCRIBED


                                     A-11-1

<PAGE>



     IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY
     CHAPTER 1 OF THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX
     IMPOSED BY SECTION 511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN
     SECTION 1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
     FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE REFERRED TO AS
     A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT OF A DISQUALIFIED
     ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
     ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES
     CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF
     THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
     CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF
     THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
     DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF
     NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE
     DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
     INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
     CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE HEREOF
     SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH
     AND THE PROVISIONS OF SECTION 5.02(D) OF THE AGREEMENT REFERRED TO
     HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS PROHIBITED
     FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


Series 2002-1, Class R                       Aggregate Percentage Interest of
                                             Class R Certificates as of the
                                             Issue Date: ______________________

Pass-Through Rate: N/A                       Denomination: _________________

Date of Agreement and Cut-off Date:          Master Servicer: Sovereign Bank
December 1, 2002

First Distribution Date: January 27, 2002    Trustee: U.S. Bank National
                                             Association
No. 1
                                             Trust Administrator: Citibank, N.A.

                                             Issue Date: December 23, 2002



                                     A-11-2

<PAGE>



                 VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATE
                                  SERIES 2002-1

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional, one- to four-family,
adjustable-rate first lien mortgage loans (the "Mortgage Loans") formed and sold
by

                 SALOMON BROTHERS MORTGAGE SECURITIES VII, INC.

     THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
     SALOMON BROTHERS MORTGAGE SECURITIES VII, INC., THE MASTER SERVICER,
     THE MORTGAGE LOAN SELLER, THE TRUSTEE, THE TRUST ADMINISTRATOR OR ANY
     OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
     UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR
     INSTRUMENTALITY OF THE UNITED STATES.

          This certifies that _____________________ is the registered owner of a
Percentage Interest (obtained by dividing the denomination of this Certificate
by the aggregate Percentage Interest of the Class R Certificates as of the Issue
Date) in that certain beneficial ownership interest evidenced by all the Class R
Certificates in REMIC I created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among Salomon Brothers Mortgage
Securities VII, Inc. (hereinafter called the "Depositor," which term includes
any successor entity under the Agreement), the Master Servicer, the Trustee and
the Trust Administrator, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

          Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

          All distributions to the Holder of this Certificate under the
Agreement will be made or caused to be made by or on behalf of the Trust
Administrator by wire transfer in immediately available funds to the account of
the Person entitled thereto if such Person shall have so notified the Trust
Administrator in writing at least five Business Days prior to the Record Date
immediately prior to such Distribution Date or otherwise by check mailed by
first class mail to the address of such Holder appearing in the Certificate
Register. Notwithstanding the above, the final distribution on


                                     A-11-3

<PAGE>



this Certificate will be made after due notice by the Trust Administrator of the
pendency of such distribution and only upon the presentation and surrender of
this Certificate at the office or agency appointed by the Trust Administrator
for that purpose as provided in the Agreement.

          This Certificate is one of a duly authorized issue of Certificates
designated as Variable-Rate Mortgage Pass-Through Certificates of the Series
specified on the face hereof (hereinafter called the "Certificates") and
representing a Percentage Interest in the Class of Certificates specified on the
face hereof equal to the denomination specified on the face hereof divided by
the aggregate Certificate Principal Balance of the Class of Certificates
specified on the face hereof.

          With respect to the Subordinate Certificates and any Distribution
Date, the Pass- Through Rate is a rate per annum equal to the weighted average
of the Expense Adjusted Mortgage Rates of the Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Mortgage Loans as of
the first day of the month preceding the month of such Distribution Date.

          The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to Holders
of the Certificates, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.

          The Agreement permits, with certain exceptions and conditions provided
therein, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Trustee, the Trust
Administrator and the rights of the Holders of the Certificates under the
Agreement at any time by the Depositor, the Master Servicer, the Trustee and the
Trust Administrator, with the consent of the Holders of Certificates entitled to
at least 66% of the Voting Rights. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future
Holders of this Certificate and of any Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent is made upon this Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Certificates.

          As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee as provided in the
Agreement, duly endorsed by, or accompanied by an assignment in the form below
or other written instrument of transfer in form satisfactory to the Trustee duly
executed by, the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.



                                     A-11-4

<PAGE>



          The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations set forth therein, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the Master Servicer in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Trust Administrator or the Trustee is obligated to register or qualify the
Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor and the Master Servicer against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws.

          No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any person using Plan Assets to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

          Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trust
Administrator (i) an affidavit to the effect that such transferee is any Person
other than a Disqualified Organization or the agent (including a broker, nominee
or middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R-I Certificates have been designated as a
residual interest in REMIC I, (B) it will include in its income a PRO RATA share
of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R-I Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or


                                     A-11-5

<PAGE>



middleman) of a Disqualified Organization, such registration shall be deemed to
be of no legal force or effect whatsoever and such Person shall not be deemed to
be a Certificateholder for any purpose, including, but not limited to, the
receipt of distributions in respect of this Certificate.

          The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon REMIC I.

          No service charge will be made for any such registration of transfer
or exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

          The Depositor, the Master Servicer, the Trustee, the Trust
Administrator and any agent of the Depositor, the Master Servicer, the Trustee
or the Trust Administrator may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Master Servicer, the Trustee, the Trust Administrator nor any such agent
shall be affected by notice to the contrary.

          The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment (or provision for payment) to the Holders
of the Certificates of all amounts held by or on behalf of the Trust
Administrator and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment (or any advance with respect
thereto) on or other liquidation of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans remaining therein.
The Agreement permits, but does not require, the party designated in the
Agreement to purchase from REMIC I all the Mortgage Loans and all property
acquired in respect of any Mortgage Loan remaining therein at a price determined
as provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

          The recitals contained herein shall be taken as statements of the
Depositor, and neither the Trustee nor the Trust Administrator assume any
responsibility for their correctness.

          Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.




                                     A-11-6

<PAGE>



          IN WITNESS WHEREOF, the Trust Administrator has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Officer



                          CERTIFICATE OF AUTHENTICATION
                          -----------------------------

     This is one of the Certificates referred to in the within-mentioned
Agreement.


                                             CITIBANK, N.A.
                                             as Trust Administrator


                                             By:________________________________
                                                      Authorized Signatory




                                     A-11-7

<PAGE>



                                  ABBREVIATIONS
                                  -------------

     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


TEN COM - as tenants in common           UNIF GIFT MIN ACT -   Custodian
                                                             -----------------
TEN ENT - as tenants by the entireties                       (Cust)  (Minor)
                                                             under Uniform Gifts
JT TEN  - as joint tenants with right                        to Minors Act
         of survivorship and not as                          _________________
         tenants in common                                         (State)

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

the Percentage Interest evidenced by the within Variable-Rate Mortgage
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

     I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
_______________________________________________________________________________.

Dated:

                                           _____________________________________
                                           Signature by or on behalf of assignor


                                           _____________________________________
                                           Signature Guaranteed




                                     A-11-8

<PAGE>



                            DISTRIBUTION INSTRUCTIONS
                            -------------------------

     The assignee should include the following for purposes of distribution:

     Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to ____________________________________________________________,
for the account of ___________________________, account number ________________,
or, if mailed by check, to ________________________________________. Applicable
statements should be mailed to ________________________________________________.

     This information is provided by __________________________________________,
the assignee named above, or ____________________, as its agent.





                                     A-11-9

<PAGE>



                                    EXHIBIT B
                                    ---------

                                   [RESERVED]




                                       B-1

<PAGE>



                                   EXHIBIT C-1
                                   -----------

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                  ___________, 2002


Salomon Brothers Mortgage Securities VII, Inc.         Sovereign Bank
390 Greenwich Street, 4th Floor                        1130 Berkshire Boulevard
New York, NY 10013                                     Wyomissing, PA 19610

          Re:  Pooling and Servicing Agreement, dated as of December 1, 2002,
               among Salomon Brothers Mortgage Securities VII, Inc., Sovereign
               Bank, U.S. Bank National Association and Citibank, N.A.,
               Variable-Rate Mortgage Pass- Through Certificates, Series 2002-1
               ----------------------------------------------------------------

Ladies and Gentlemen:

          Attached is the Trustee's preliminary exceptions in accordance with
Section 2.02 of the referenced Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"). Capitalized terms used but not otherwise defined herein
shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

          The Trustee hereby certifies that as to each Mortgage Loan listed in
the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any
Mortgage Loan specifically identified in the exception report annexed thereto as
not being covered by such certification), (i) all documents required to be
delivered to it pursuant Section 2.01 of this Agreement are in its possession,
(ii) such documents have been reviewed by it and have not been mutilated,
damaged or torn and relate to such Mortgage Loan and (iii) based on its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (i), (ii), (iii) and (xiv) of
the Mortgage Loan Schedule accurately reflects information set forth in the
Mortgage File.

          The Trustee is under no duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they have actually been recorded or that they are other than
what they purport to be on their face.

                                           U.S. BANK NATIONAL ASSOCIATION

                                           By:______________________________
                                           Name:
                                           Title:





                                      C-2-1

<PAGE>



                                   EXHIBIT C-2
                                   -----------

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                            _________________


Salomon Brothers Mortgage Securities VII,            Sovereign Bank
Inc.                                                 1130 Berkshire Boulevard
390 Greenwich Street, 4th Floor                      Wyomissing, PA 19610
New York, NY 10013

          Re:  Pooling and Servicing Agreement, dated as of December 1, 2002,
               among Salomon Brothers Mortgage Securities VII, Inc., Sovereign
               Bank, U.S. Bank National Association and Citibank, N.A.,
               Variable-Rate Mortgage Pass- Through Certificates, Series 2002-1
               ----------------------------------------------------------------

Ladies and Gentlemen:

          In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement, the undersigned, as Trustee, hereby certifies that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or listed on the attachment hereto), it or a Custodian on its
behalf has received:

          (i) the original recorded Mortgage, and the original recorded power of
     attorney, if the Mortgage was executed pursuant to a power of attorney, or
     a certified copy thereof in those instances where the public recording
     office retains the original or where the original has been lost; and

          (ii) an original Assignment in recordable form or a recorded
     Assignment to the Trustee together with the original recorded Assignment or
     Assignments showing a complete chain of assignment from the originator, or
     a certified copy of such Assignments in those instances where the public
     recording retains the original or where original has been lost; and

          (iii) the original lender's title insurance policy.

          The Trustee is under no duty or obligation to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine that they are genuine, enforceable, or appropriate for the represented
purpose or that they have actually been recorded or that they are other than
what they purport to be on their face.




                                      C-2-2

<PAGE>



          Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.

                                             U.S. BANK NATIONAL ASSOCIATION

                                             By:________________________________
                                             Name:
                                             Title:




                                      C-2-3

<PAGE>



                                   EXHIBIT C-3

                        FORM OF RECEIPT OF MORTGAGE NOTE




Salomon Brothers Mortgage Securities VII, Inc.      Sovereign Bank
390 Greenwich Street                                1130 Berkshire Boulevard
New York, New York 10013                            Wyomissing, PA 19610

          Re:  Pooling and Servicing Agreement, dated as of December 1, 2002,
               among Salomon Brothers Mortgage Securities VII, Inc., Sovereign
               Bank, U.S. Bank National Association and Citibank, N.A.,
               Variable-Rate Mortgage Pass- Through Certificates, Series 2002-1
               ----------------------------------------------------------------


Ladies and Gentlemen:

     Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as
of December 1, 2002, among Salomon Brothers Mortgage Securities VII, Inc., as
Depositor, Sovereign Bank as Master Servicer and U.S. Bank National Association
as Trustee (the "Trustee") and Citibank, N.A., we hereby acknowledge the receipt
of the original Mortgage Notes (a copy of which is attached hereto as Exhibit 1)
with any exceptions thereto listed on Exhibit 2.


                                             U.S. BANK NATIONAL ASSOCIATION,
                                               as Trustee


                                             By:________________________________
                                             Name:
                                             Title:



                                      C-2-4

<PAGE>



                                    EXHIBIT D
                                    ---------

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT




                                       D-1

<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated December 20, 2002, between Salomon Brothers Mortgage Securities VII, Inc.,
a Delaware corporation (the "Purchaser") and Sovereign Bank, a federal savings
bank (the "Seller").

                              PRELIMINARY STATEMENT

                  The Seller intends to sell the Mortgage Loans (as hereinafter
defined) on a servicing retained basis to the Purchaser on the terms and subject
to the conditions set forth in this Agreement. The Purchaser intends to deposit
the Mortgage Loans into a mortgage pool comprising the trust fund. The trust
fund will be evidenced by a single series of mortgage pass-through certificates
designated as Series 2002-1 (the "Certificates"). The Certificates will consist
of eleven classes of certificates. The Certificates will be issued pursuant to a
Pooling and Servicing Agreement, dated as of December 1, 2002 (the "Pooling and
Servicing Agreement"), among the Purchaser as depositor, the Seller as master
servicer (the "Master Servicer"), U.S. Bank National Association as trustee (the
"Trustee") and Citibank, N.A. as trust administrator (the "Trust
Administrator"). Capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

                  The parties hereto agree as follows:

                  SECTION 1. AGREEMENT TO PURCHASE. The Seller agrees to sell,
and the Purchaser agrees to purchase, on or before December 23, 2002 (the
"Closing Date"), certain adjustable-rate, conventional residential mortgage
loans (the "Mortgage Loans") on a servicing retained basis, having an aggregate
principal balance on December 1, 2002 (the "Cut-off Date") of approximately
$564,504,462.03 (the "Closing Balance"), after giving effect to all scheduled
monthly payments due on the Mortgage Loans on or before the Cut-off Date,
whether or not received. The Purchaser shall be entitled to all Principal
Prepayments received on the Cut-off Date.

                  SECTION 2. MORTGAGE LOAN SCHEDULE. The Purchaser and the
Seller have agreed upon which of the mortgage loans owned by the Seller are to
be purchased by the Purchaser pursuant to this Agreement and the Seller will
prepare or cause to be prepared on or prior to the Closing Date a final schedule
(the "Closing Schedule") that together shall describe such Mortgage Loans and
set forth all of the Mortgage Loans to be purchased under this Agreement. The
Closing Schedule will conform to the requirements set forth in this Agreement
and to the definition of "Mortgage Loan Schedule" under the Pooling and
Servicing Agreement. The Closing Schedule shall be used as the initial Mortgage
Loan Schedule under the Pooling and Servicing Agreement.

                  SECTION 3. CONSIDERATION.

                  (a) In consideration for the Mortgage Loans to be purchased
hereunder, the Purchaser shall, as described in Section 8, pay to the Seller
(the "Purchase Price") equal to (i) the net sale proceeds of the Class A-2
Certificates in immediately available funds to such account as the Seller shall
direct, (ii) the Class A-1 Certificates, the Class A-3 Certificates, the Class
A-4



<PAGE>



Certificates, the Class B-1 Certificates, the Class B-2 Certificates, the Class
B-3 Certificates (the "Retained Public Certificates") and (iii) Class B-4
Certificates, the Class B-5 Certificates, the Class B-6 Certificates and the
Class R Certificates (the "Retained Private Certificates"; and together with the
Retained Public Certificates, the "Sovereign Certificates").

                  (b) The Purchaser or any assignee, transferee or designee of
the Purchaser shall be entitled to all scheduled payments of principal due after
the Cut-off Date, all other payments of principal due and collected after the
Cut-off Date, and all payments of interest on the Mortgage Loans allocable to
the period after the Cut-off Date. All scheduled payments of principal and
interest due on or before the Cut-off Date and collected after the Cut-off Date
shall belong to the Seller.

                  (c) Pursuant to the Pooling and Servicing Agreement, the
Purchaser will assign all of its right, title and interest in and to the
Mortgage Loans, together with its rights under this Agreement, to the Trustee
for the benefit of the related Certificateholders.

                  SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

                  (a) POSSESSION OF MORTGAGE FILES. The Seller does hereby sell,
and in connection therewith hereby assigns to the Purchaser, effective as of the
Closing Date, without recourse but subject to the terms of this Agreement, all
of its right, title and interest in, to and under the Mortgage Loans. The
contents of each Mortgage File not delivered to the Purchaser or to any
assignee, transferee or designee of the Purchaser on or prior to the Closing
Date are and shall be held in trust by the Seller for the benefit of the
Purchaser or any assignee, transferee or designee of the Purchaser. Upon the
sale of the Mortgage Loans, the ownership of each Mortgage Note, the related
Mortgage and the other contents of the related Mortgage File is vested in the
Purchaser and the ownership of all records and documents with respect to the
related Mortgage Loan prepared by or that come into the possession of the Seller
on or after the Closing Date shall immediately vest in the Purchaser and shall
be delivered as soon as practicable to the Purchaser or as otherwise directed by
the Purchaser.

                  (b) DELIVERY OF MORTGAGE LOAN DOCUMENTS. In connection with
such transfer and assignment, the Seller will deliver to, and deposit with, the
Purchaser or the Purchaser's designee, the documents or instruments set forth in
Section 2.01 of the Pooling and Servicing Agreement at the time set forth in
Section 2.01 of the Pooling and Servicing Agreement, except as described below.

                  In instances where an original recorded Mortgage or power of
attorney cannot be delivered by the Seller to the Purchaser within 60 days
following the Closing Date, due to a delay in connection with the recording of
such Mortgage or power of attorney, the Seller may, in lieu of delivering such
original recorded Mortgage or power of attorney referred to in clause (ii) of
Section 2.01 of the Pooling and Servicing Agreement, deliver to the Purchaser a
copy thereof, provided that the Seller certifies that the original Mortgage or
power of attorney has been delivered for recordation. In instances where an
Assignment in recordable form cannot be delivered by the Seller to the Purchaser
within 60 days following the Closing Date, due to a delay in connection with the
recording


                                        2

<PAGE>



of the Mortgage, the Seller may, in lieu of delivering the completed assignment
in recordable form referred to in clause (iii) of Section 2.01 of the Pooling
and Servicing Agreement to the Purchaser, deliver such assignment to the
Purchaser completed except for recording information. In all such instances, the
Seller will deliver the original recorded Mortgage or power of attorney and
completed Assignment (if applicable) to the Purchaser promptly upon receipt of
such Mortgage or power of attorney. In instances where an original recorded
Mortgage or power of attorney has been lost or misplaced, the Seller may deliver
or cause to be delivered, in lieu of such Mortgage or power of attorney, a copy
of such Mortgage or power of attorney bearing recordation information and
certified as true and correct by the office in which recordation thereof was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (v) of Section 2.01 of the Pooling and Servicing Agreement
(which may be a certificate relating to a master policy of title insurance)
pertaining to the Mortgaged Property relating to a Mortgage Loan cannot be
delivered by the Seller to the Purchaser within 60 days following the Closing
Date, the Seller may, in lieu of delivering the original or a copy of such title
insurance, deliver to the Purchaser a binder, if available, with respect to such
policy (which may be a certificate relating to a master policy of title
insurance) and shall use its commercially reasonable effort to deliver the
original or a copy of such policy (which may be a certificate relating to a
master policy of title insurance) to the Purchaser thereafter, and in any event,
within one year of the Closing Date. Notwithstanding the foregoing, however,
with respect to 10% of the Mortgage Loans, by aggregate principal balance of the
Mortgage Loan as of the Cut-off Date, the Seller will not be required to deliver
the original or a copy of the title insurance referred to in clause (v) of
Section 2.01 of the Pooling and Servicing Agreement. In instances where an
original assumption or modification agreement cannot be delivered by the Seller
to the Purchaser within 60 days following the Closing Date, the Seller may, in
lieu of delivering the original of such agreement, deliver a certified copy
thereof.

                  To the extent not already recorded, the Seller shall promptly
(and in no event later than 60 days following the later of (i) the Closing Date
and (ii) the date of receipt by the Seller of the recording information for a
Mortgage) submit or cause to be submitted for recording, at no expense to the
trust fund, in the appropriate public office for real property records, each
Assignment delivered to it pursuant to Section 2.01(iii) of the Pooling and
Servicing Agreement. In the event that any such Assignment is lost or returned
unrecorded because of a defect therein, the Seller shall promptly prepare or
cause to be prepared a substitute Assignment or cure or cause to be cured such
defect, as the case may be, and thereafter cause each such Assignment to be duly
recorded. Notwithstanding the foregoing, for administrative convenience and
facilitation of servicing and to reduce closing costs, the Assignments shall not
be required to be submitted for recording (except with respect to any Mortgage
Loan located in Maryland and Florida) unless such failure to record would result
in a withdrawal or a downgrading by any Rating Agency of the rating on any Class
of Certificates; provided, however, the Seller shall submit each Assignment for
recording, at no expense to the trust fund, upon the earliest to occur of: (i)
reasonable direction by Holders of Certificates entitled to at least 25% of the
Voting Rights, (ii) the occurrence of a Master Servicer Event of Default, (iii)
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02
of the Pooling and Servicing Agreement and (v) with respect to any one
Assignment the occurrence of a foreclosure relating to


                                        3

<PAGE>



the Mortgagor under the related Mortgage.

                  With respect to a maximum of approximately 4.00% of the
Original Mortgage Loans, by outstanding principal balance of the Original
Mortgage Loans as of the Cut-off Date, if any original Mortgage Note referred to
in the Pooling and Servicing Agreement cannot be located, the obligations of the
Seller to deliver such documents shall be deemed to be satisfied upon delivery
to the Purchaser of a lost note affidavit and a photocopy of the related
Mortgage Note; provided, however, that the Seller may deliver a lost note
affidavit for up to 2.00% of the Original Mortgage Loans, by outstanding
principal balance of the Original Mortgage Loans as of the Cut-off Date, without
attaching a photocopy of the related Mortgage Note thereto. If any of the
original Mortgage Notes for which a lost note affidavit was delivered to the
Purchaser is subsequently located, such original Mortgage Note shall be
delivered to the Trustee within ten Business Days.

                  The Seller shall deliver or cause to be delivered to the
Purchaser promptly upon receipt thereof any other original documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan.

                  All original documents relating to the Mortgage Loans that are
not delivered to the Purchaser are and shall be held by or on behalf of the
Seller in trust for the benefit of the Trustee on behalf of the
Certificateholders. In the event that any such original document is required
pursuant to the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Purchaser. Any such original
document delivered to or held by the Purchaser that is not required pursuant to
the terms of this Section to be a part of a Mortgage File, shall be delivered
promptly to the Seller.

                  (c) ACCEPTANCE OF MORTGAGE LOANS. The documents delivered
pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any
assignee, transferee or designee of the Purchaser at any time before or after
the Closing Date (and with respect to each document permitted to be delivered
after the Closing Date within seven days of its delivery) to ascertain that all
required documents have been executed and received and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

                  (d) TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has the
right to assign its interest under this Agreement, in whole or in part, to the
Trustee, as may be required to effect the purposes of the Pooling and Servicing
Agreement, without the consent of the Seller, and the assignee shall succeed to
the rights and obligations hereunder of the Purchaser. Any expense reasonably
incurred by or on behalf of the Purchaser, the Master Servicer, the Trustee or
the Trust Administrator in connection with enforcing any obligations of the
Seller under this Agreement will be promptly reimbursed by the Seller.

                  (e) EXAMINATION OF MORTGAGE FILES. The Seller shall either (i)
prior to the Closing Date deliver in escrow to the Purchaser or to any assignee,
transferee or designee of the Purchaser,


                                        4

<PAGE>



for examination, the Mortgage File pertaining to each Mortgage Loan, or (ii)
make such Mortgage Files available to the Purchaser or to any assignee,
transferee or designee of the Purchaser for examination; provided, however, that
the Seller shall not be required to provide mortgagor names or addresses or
other personally identifiable personal information with respect to the
Mortgagors to any such assignee, transferee or designee. Such examination may be
made by the Purchaser or the Trustee, and their respective designees, upon
reasonable notice to the Seller during normal business hours before the Closing
Date and within 60 days after the Closing Date. If any such person makes such
examination prior to the Closing Date and identifies any Mortgage Loans that do
not conform to the requirements of the Purchaser as described in this Agreement,
such Mortgage Loans shall be deleted from the Closing Schedule unless otherwise
agreed by the Seller and the Purchaser. The Purchaser may, at its option and
without notice to the Seller, purchase all or part of the Mortgage Loans without
conducting any partial or complete examination. The fact that the Purchaser or
any person has conducted or has failed to conduct any partial or complete
examination of the Mortgage Files shall not affect the rights of the Purchaser
or any permitted assignee, transferee or designee of the Purchaser to demand
repurchase or other relief as provided herein or under the Pooling and Servicing
Agreement.

                  SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
                             SELLER.

                  The Seller hereby represents and warrants, as of the date
hereof and as of the Closing Date, and covenants, that:

                  (i) The Seller is a federal savings bank, duly organized and
         validly existing and in good standing under the laws of the United
         States with all requisite corporate power and authority to conduct its
         business as presently conducted by it to the extent material to the
         consummation of the transactions contemplated herein. The Seller had
         all requisite corporate power and authority to acquire the Mortgage
         Loans. The Seller has all requisite corporate power and authority to
         own the Mortgage Loans and to transfer and convey the Mortgage Loans to
         the Purchaser and has all requisite corporate power and authority to
         execute and deliver, engage in the transactions contemplated by, and
         perform and observe the terms and conditions of this Agreement;

                  (ii) This Agreement has been duly and validly authorized,
         executed and delivered by the Seller, all requisite corporate action
         having been taken, and (assuming the due authorization, execution and
         delivery hereof by the Purchaser) constitutes the valid, legal and
         binding obligation of the Seller, enforceable in accordance with its
         terms, except as such enforcement may be limited by (A) bankruptcy,
         insolvency, reorganization, receivership, moratorium or other similar
         laws relating to or affecting the rights of creditors generally, (B)
         general equity principles (regardless of whether such enforcement is
         considered in a proceeding in equity or at law) or (C) public policy
         considerations underlying the securities laws, to the extent that such
         public policy considerations limit the enforceability of the provisions
         of this Agreement which purport to provide indemnification from
         securities laws liabilities;


                                        5

<PAGE>



                  (iii) No consent, approval, authorization or order of,
         registration or filing with, or notice to any governmental authority or
         court is required under federal laws for the execution, delivery and
         performance by the Seller of, or compliance by the Seller with, this
         Agreement or the consummation by the Seller of any other transaction
         contemplated hereby and by the Pooling and Servicing Agreement or, if
         required, has been obtained; provided, however, that the Seller makes
         no representation or warranty regarding federal or state securities
         laws in connection with the sale or distribution of the Certificates;

                  (iv) No certificate of an officer, statement or other
         information furnished in writing or report delivered by the Seller to
         the Purchaser, any affiliate of the Purchaser or the Trustee for use in
         connection with the purchase of the Mortgage Loans and the transactions
         contemplated hereunder and under the Pooling and Servicing Agreement
         contains any untrue statement of a material fact, or omits a material
         fact necessary to make the information, certificate, statement or
         report not misleading in any material respect;

                  (v) Neither the sale of the Mortgage Loans to the Purchaser,
         nor the execution, delivery or performance of this Agreement by the
         Seller, conflicts or will conflict with or results or will result in a
         breach of or constitutes or will constitute a default (or an event,
         which with notice or lapse of time or both, would constitute a default)
         under (A) any terms or provisions of the certificate of incorporation
         or by-laws of the Seller, (B) any term or provision of any material
         agreement, contract, instrument or indenture, to which the Seller is a
         party or by which the Seller or any of its property is bound or (C) any
         law, rule, regulation, order, judgment, writ, injunction or decree of
         any court or governmental authority having jurisdiction over the Seller
         or any of its property, or results or will result in the creation or
         imposition of any lien, charge or encumbrance which would have a
         material adverse effect upon the Mortgage Loans or any documents or
         instruments evidencing or securing the Mortgage Loans;

                  (vi) The Seller has not dealt with any broker, investment
         banker, agent or other person, except for the Purchaser or any of its
         affiliates, which would subject the Purchaser to any payment obligation
         with respect to any commission or compensation in connection with the
         sale of the Mortgage Loans;

                  (vii) There is no litigation currently pending or, to the best
         of the Seller's knowledge, threatened against the Seller that would
         reasonably be expected to adversely affect the transfer of the Mortgage
         Loans, the issuance of the Certificates, the execution, delivery,
         performance or enforceability of this Agreement or that would result in
         a material adverse change in the financial condition of the Seller;

                  (viii) Each Mortgage Note, each Mortgage, each Assignment and
         any other document required to be delivered by or on behalf of the
         Seller under this Agreement or Section 2.01 of the Pooling and
         Servicing Agreement to the Purchaser or any assignee, transferee or
         designee of the Purchaser for each Mortgage Loan will be, in accordance
         with


                                        6

<PAGE>



         Section 4(b) hereof, delivered to the Purchaser or any such assignee,
         transferee or designee. With respect to each Mortgage Loan, the Seller
         is in possession of a complete Mortgage File in compliance with the
         Pooling and Servicing Agreement, except for such documents that (A)
         have been delivered (1) to the Purchaser or any assignee, transferee or
         designee of the Purchaser or (2) for recording to the appropriate
         public recording office and have not yet been returned or (B) are not
         required to be delivered to the Purchaser or any assignee, transferee
         or designee of the Purchaser until 365 days following the Closing Date
         or such later date as provided in Section 4;

                  (ix) The transfer, assignment and conveyance of the Mortgage
         Notes and the Mortgages by the Seller pursuant to this Agreement are
         not subject to the bulk transfer or any similar statutory provisions in
         effect in any relevant jurisdiction, except any as may have been
         complied with;

                  (x) The form of endorsement of each Mortgage Note satisfied
         the requirement, if any, of endorsement in order to transfer all right,
         title and interest of the party so endorsing, as noteholder or assignee
         thereof, in and to that Mortgage Note; and each Assignment to be
         delivered hereunder will be in recordable form and is sufficient to
         effect the assignment of and to transfer to the assignee thereunder the
         benefits of the assignor, as mortgagee or assignee thereof, under each
         Mortgage to which that Assignment relates;

                  (xi) Immediately prior to the sale of the Mortgage Loans to
         the Purchaser as herein contemplated, the Seller had good title to, and
         was the sole owner of, the Mortgage Loans, and such sale validly
         transfers the Mortgage Loans to the Purchaser free and clear of any
         pledge, lien, encumbrance or security interest;

                  (xii) With respect to the Mortgage Loans, the Seller hereby
         represents and warrants, as of the date hereof and as of the Closing
         Date, that each Mortgage Loan constitutes a "qualified mortgage" within
         the meaning of Section 860G(a)(3) of the Code;

                  (xiii) The transfer of the Mortgage Loans by the Seller was
         intended to be a sale and to be reported as such under United States
         generally accepted accounting principles ("GAAP") and for United States
         federal income tax purposes, and meets all of the requirements for such
         accounting and tax treatment (except for the GAAP requirement that the
         Mortgage Loans have been legally isolated from the Seller);

                  (xiv) In connection with the sale of the Mortgage Loans by the
         Seller, the Seller (i) was solvent at all relevant times prior thereto
         and has not been rendered insolvent thereby, (ii) after giving effect
         thereto, is able to pay its debts as they mature, (iii) has not been
         left with unreasonably small capital for the business in which it is
         engaged and proposes to be engaged, (iv) had and has no intention of
         commencing any bankruptcy, insolvency or similar proceeding, (v) did
         not and does not have any intent to hinder, delay or defraud any of the
         undersigned's creditors, (vi) had a valid business reason therefor and
         (vii) received new value


                                        7

<PAGE>



         and consideration therefor constituting reasonably equivalent value and
         adequate and fair consideration; and

                  (xv) The Seller has not acquired, and does not intend to
         acquire at any time, any direct or indirect ownership or other economic
         interest in, or other right or obligation with respect to, any Mortgage
         Loan or Certificate, except as described in this Agreement, the Pooling
         and Servicing Agreement or the Prospectus Supplement.

                  SECTION 6.        REPRESENTATIONS AND WARRANTIES OF THE SELLER
                                    RELATING TO THE MORTGAGE LOANS.

                  The Seller hereby represents and warrants to the Purchaser
that, as to each Mortgage Loan, as of the Closing Date (or such other date
specified herein) for such Mortgage Loan:

                  (i) The information set forth in the Mortgage Loan Schedule is
         complete, true and correct as of the Cut-off Date;

                  (ii) [Reserved];

                  (iii) (a) All payments required to be made on or before the
         first day of the month prior to the month of the Closing Date, with
         respect to such Mortgage Loan under the terms of the Mortgage Note have
         been made and (b) the Seller has not advanced funds, or induced,
         solicited or knowingly received any advance of funds from a party other
         than the owner of the related Mortgaged Property, directly or
         indirectly, for the payment of any amount required by the Mortgage Note
         or Mortgage;

                  (iv) To the best knowledge of the Seller, there are no
         delinquent taxes, ground rents, water charges, sewer rents,
         assessments, insurance premiums, leasehold payments, including
         assessments payable in future installments or other outstanding charges
         affecting the related Mortgaged Property;

                  (v) To the best knowledge of the Seller, the terms of the
         Mortgage Note and the Mortgage, have not been impaired, waived, altered
         or modified in any respect, except by written instruments included in
         the Mortgage File, recorded in the applicable public recording office
         if necessary to maintain the lien priority of the Mortgage; the
         substance of any such waiver, alteration or modification does not
         affect coverage under any title insurance policy, and is reflected on
         the Mortgage Loan Schedule. No instrument of waiver, alteration or
         modification has been executed by the Seller or any other person in the
         chain of title from the Seller, and no Mortgagor has been released, in
         whole or in part, except in connection with an assumption agreement
         approved by the title insurer, to the extent required by the policy,
         and the terms of which are reflected in the Mortgage Loan Schedule and
         included in the related Mortgage File;



                                        8

<PAGE>



                  (vi) The Mortgage Note and the Mortgage are not subject to any
         right of rescission, set-off, counterclaim or defense, including the
         defense of usury, nor will the operation of any of the terms of the
         Mortgage Note and the Mortgage, or the exercise of any right
         thereunder, render the Mortgage unenforceable, in whole or in part, or
         subject to any right of rescission, set-off, counterclaim or defense,
         including the defense of usury and no such right of rescission,
         set-off, counterclaim or defense has been asserted with respect
         thereto;

                  (vii) All buildings upon the Mortgaged Property are insured by
         a generally acceptable insurer against loss by fire, hazards of
         extended coverage and such other hazards as are customary in the area
         where the Mortgaged Property or Project is located, pursuant to
         insurance policies conforming to the requirements of the Pooling and
         Servicing Agreement. All such insurance policies contain a standard
         mortgagee clause naming the Seller or the originator of the related
         Mortgage Loan, its successors and assigns as mortgagee and all premiums
         thereon have been paid. If upon origination of the Mortgage Loan, the
         Mortgaged Property or Project was in an area identified on a Flood
         Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
         Management Agency as having special flood hazards (and such flood
         insurance has been made available) a flood insurance policy meeting the
         requirements of the current guidelines of the Federal Insurance
         Administration is in effect which policy conforms to the requirements
         of Section 3.14(a) of the Pooling and Servicing Agreement. The Mortgage
         obligates the Mortgagor thereunder to maintain all such insurance at
         the Mortgagor's cost and expense, and on the Mortgagor's failure to do
         so, authorizes the holder of the Mortgage to maintain such insurance at
         the Mortgagor's cost and expense and to seek reimbursement therefor
         from the Mortgagor;

                  (viii) To the best knowledge of the Seller, any and all
         requirements of any federal, state or local law including, without
         limitation, usury, truth in lending, real estate settlement procedures,
         consumer credit protection, equal credit opportunity or disclosure laws
         applicable to the origination and servicing of the Mortgage Loan have
         been complied with;

                  (ix) The Mortgage has not been satisfied, canceled,
         subordinated or rescinded, in whole or in part, and the Mortgaged
         Property has not been released from the lien of the Mortgage, in whole
         or in part, nor has any instrument been executed that would effect any
         such satisfaction, cancellation, subordination, rescission or release;

                  (x) The Mortgage is a valid, existing and enforceable first
         lien on the Mortgaged Property, including all improvements on the
         Mortgaged Property subject only to (a) the lien of current real
         property taxes and assessments not yet due and payable, (b) covenants,
         conditions and restrictions, rights of way, easements and other matters
         of the public record as of the date of recording being acceptable to
         mortgage lending institutions generally and specifically referred to in
         the lender's title insurance policy delivered to the originator of the
         Mortgage Loan and which do not adversely affect the appraised value of
         the Mortgaged Property and (c) other matters to which like properties
         are commonly subject which do not


                                        9

<PAGE>



         materially interfere with the benefits of the security intended to be
         provided by the Mortgage or the use, enjoyment, value or marketability
         of the related Mortgaged Property. Any security agreement, chattel
         mortgage or equivalent document related to and delivered in connection
         with the Mortgage Loan establishes and creates a valid, existing and
         enforceable first lien and first priority security interest on the
         property described therein and, as of the time it contributed the
         Mortgage Loan to the Purchaser, the Seller had full right to contribute
         and assign the same to the Purchaser;

                  (xi) The Mortgage Note and the related Mortgage are each the
         legal, valid and binding obligation of the maker thereof, enforceable
         in accordance with its terms, except as such enforcement may be limited
         by bankruptcy, insolvency, reorganization or other similar laws
         affecting the enforcement of creditors' rights generally and by general
         equity principles (regardless of whether such enforcement is considered
         in a proceeding in equity or at law);

                  (xii) To the best knowledge of the Seller, all parties to the
         Mortgage Note and the Mortgage had legal capacity to enter into the
         Mortgage Loan and to execute and deliver the Mortgage Note and the
         Mortgage, and the Mortgage Note and the Mortgage have been duly and
         properly executed by such parties. The Mortgagor is a natural person
         who is a party to the Mortgage Note and the Mortgage is in an
         individual capacity or family trust that is guaranteed by a natural
         person;

                  (xiii) The proceeds of the Mortgage Loan have been fully
         disbursed to or for the account of the Mortgagor and there is no
         obligation for the Mortgagee to advance additional funds thereunder and
         any and all requirements as to completion of any on-site or off-site
         improvement and as to disbursements of any escrow funds therefor have
         been complied with. All costs, fees and expenses incurred in making or
         closing the Mortgage Loan and the recording of the Mortgage have been
         paid, and the Mortgagor is not entitled to any refund of any amounts
         paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;

                  (xiv) As of the Closing Date and immediately prior to the sale
         of the Mortgage Loan to the Purchaser, the Seller was the sole legal,
         beneficial and equitable owner of the Mortgage Note and the Mortgage
         and has full right to transfer and sell the Mortgage Loan to the
         Purchaser free and clear of any encumbrance, equity, lien, pledge,
         charge, claim or security interest;

                  (xv) To the best knowledge of the Seller, all parties which
         have had any interest in the Mortgage Loan whether as mortgagee,
         assignee, pledgee or otherwise, are (or, during the period in which
         they held and disposed of such interest, were) in compliance with any
         and all applicable "doing business" and licensing requirements of the
         laws of the state wherein the Mortgaged Property is located;

                  (xvi) The Mortgage Loan is covered by either (i) an ALTA
         lender's title insurance policy which would be acceptable to Fannie Mae
         or Freddie Mac, issued by a title insurer


                                       10

<PAGE>



         which would be acceptable to Fannie Mae and Freddie Mac and qualified
         to do business in the jurisdiction where the Mortgaged Property is
         located, insuring (subject to the exceptions contained in (x)(a) and
         (b) above) the Seller or the originator of the related Mortgage Loan,
         its successors and assigns as to the first priority lien of the
         Mortgage in the original principal amount of the Mortgage Loan or (ii)
         an attorney's title opinion, if customary in the related jurisdiction
         where the Mortgaged Property is located. Additionally, such lender's
         title insurance policy affirmatively insures ingress and egress to and
         from the Mortgaged Property, and against encroachments by or upon the
         Mortgaged Property or any interest therein. The Seller is the sole
         insured of such lender's title insurance policy, and such lender's
         title insurance policy is in full force and effect and will be in full
         force and effect upon the consummation of the transactions contemplated
         by this Agreement. No claims have been made under such lender's title
         insurance policy, and no prior holder of the related Mortgage,
         including the Seller, has done, by act or omission, anything which
         would impair the coverage of such lender's title insurance policy;

                  (xvii) There is no default, breach, violation or event of
         acceleration existing under the Mortgage or the Mortgage Note and no
         event which, with the passage of time or with notice and the expiration
         of any grace or cure period, would constitute a default, breach,
         violation or event of acceleration, and the Seller has not waived any
         default, breach, violation or event of acceleration;

                  (xviii) There are no mechanics' or similar liens or claims
         which have been filed for work, labor or material (and no rights are
         outstanding that under law could give rise to such lien) affecting the
         related Mortgaged Property which are or may be liens prior to, or equal
         or coordinate with, the lien of the related Mortgage;

                  (xix) All improvements which were considered in determining
         the appraised value of the related Mortgaged Property lay wholly within
         the boundaries and building restriction lines of the Mortgaged
         Property, and no improvements on adjoining properties encroach upon the
         Mortgaged Property;

                  (xx) Each Mortgage Loan was originated by an eligible
         institution for purposes of Section 3(a)(41) of the Securities Exchange
         Act of 1934, as amended;

                  (xxi) Principal payments on the Mortgage Loan commenced no
         more than two months after the proceeds of the Mortgage Loan were
         disbursed. The Mortgage Loan bears interest at the Mortgage Rate. The
         Mortgage Note is payable on the day of each month set forth in the
         Mortgage Loan Schedule and in Monthly Payments which will amortize the
         Stated Principal Balance of the Mortgage Loan over its remaining term
         at the Mortgage Rate. Interest on the Mortgage Loan is calculated on
         the basis of a 360-day year consisting of twelve 30-day months;

                  (xxii) The origination and collection practices used by the
         Seller with respect to each


                                       11

<PAGE>



         Mortgage Note and Mortgage have been in all respects legal, proper,
         prudent and customary in the mortgage origination and servicing
         industry. The Mortgage Loan has been serviced by the Master Servicer
         (directly or through a subservicer) and any predecessor servicer in
         accordance with the terms of the Mortgage Note except with respect to
         any historical servicing errors which have been corrected. With respect
         to escrow deposits and Escrow Payments, if any, all such payments are
         in the possession of, or under the control of, the Master Servicer and
         there exist no deficiencies in connection therewith for which customary
         arrangements for repayment thereof have not been made. To the best of
         the Seller's knowledge, no escrow deposits or Escrow Payments or other
         charges or payments due the Master Servicer have been capitalized under
         any Mortgage or the related Mortgage Note;

                  (xxiii) To the best knowledge of the Seller, the Mortgaged
         Property are free of damage and waste and there is no proceeding
         pending for the total or partial condemnation thereof;

                  (xxiv) The Mortgage and related Mortgage Note contain
         customary and enforceable provisions such as to render the rights and
         remedies of the holder thereof adequate for the realization against the
         Mortgaged Property of the benefits of the security provided thereby,
         including, (a) in the case of a Mortgage designated as a deed of trust,
         by trustee's sale and (b) otherwise by judicial foreclosure. There is
         no homestead or other exemption available to the Mortgagor which would
         interfere with the right to sell the Mortgaged Property at a trustee's
         sale or the right to foreclose the Mortgage. The Mortgagor has not
         notified the Seller and the Seller has no knowledge of any relief
         requested or allowed to the Mortgagor under the Soldiers and Sailors
         Civil Relief Act of 1940;

                  (xxv) The Mortgage Note is not secured by any collateral
         except the lien of the corresponding Mortgage on the Mortgaged Property
         and the security interest of any applicable security agreement or
         chattel mortgage referred to in (x) above;

                  (xxvi) The Mortgage File contains an appraisal of the related
         Mortgaged Property made and signed, prior to the approval of the
         Mortgage Loan application, by a qualified appraiser, approved by the
         Seller, who had no interest, direct or indirect in the Mortgaged
         Property or in any loan made on the security thereof, whose
         compensation is not affected by the approval or disapproval of the
         Mortgage Loan and who would meet the minimum qualifications of Fannie
         Mae and Freddie Mac or who met the minimum qualifications approved by
         the institution that originated the related Mortgage Loan;

                  (xxvii) In the event the Mortgage constitutes a deed of trust,
         a trustee, duly qualified under applicable law to serve as such, has
         been properly designated and currently so serves and is named in the
         Mortgage, and no fees or expenses are or will become payable by the
         Purchaser to the trustee under the deed of trust, except in connection
         with a trustee's sale after default by the Mortgagor;



                                       12

<PAGE>



                  (xxviii) No Mortgage Loan contains provisions pursuant to
         which Monthly Payments are (a) paid or partially paid with funds
         deposited in any separate account established by the Seller, the
         Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source
         other than the Mortgagor or (c) contains any other similar provisions
         which may constitute a "buydown" provision. The Mortgage Loans are not
         graduated payment mortgage loans and the Mortgage Loans do not have
         shared appreciation or other contingent interest features;

                  (xxix) If the Mortgage Loan is a Refinanced Mortgage Loan, the
         Mortgagor has received all disclosure and rescission materials required
         by applicable law with respect to the making of a Refinanced Mortgage
         Loan, and evidence of such receipt is and will remain in the Mortgage
         File;

                  (xxx) With respect to each Mortgage Loan, either (i) it was
         not made in connection with the construction or rehabilitation of a
         Mortgaged Property or (ii) as of the Cut-off Date, the construction
         phase of such Mortgage Loan has expired;

                  (xxxi) To the extent that the Mortgage Note, the Mortgage, the
         Assignment or any other documents are required to be delivered with
         respect to each Mortgage Loan pursuant to the Pooling and Servicing
         Agreement, such documents have been or will be delivered to the Trustee
         all in compliance with the specific requirements of the Pooling and
         Servicing Agreement;

                  (xxxii) To the best knowledge of the Seller, the Mortgaged
         Property is lawfully occupied under applicable law; all inspections,
         licenses and certificates required to be made or issued with respect to
         all occupied portions of the Mortgaged Property and, with respect to
         the use and occupancy of the same, including but not limited to
         certificates of occupancy, have been made or obtained from the
         appropriate authorities;

                  (xxxiii) The Assignment will be prepared in recordable form
         and will be acceptable for recording under the laws of the jurisdiction
         in which the Mortgaged Property is located;

                  (xxxiv) Any principal advances made to the Mortgagor prior to
         the Cut-off Date have been consolidated with the outstanding principal
         amount secured by the Mortgage, and the secured principal amount, as
         consolidated, bears a single interest rate and single repayment term.
         The lien of the Mortgage securing the consolidated principal amount is
         expressly insured as having first lien priority by a title insurance
         policy or an endorsement to the policy insuring the mortgagee's
         consolidated interest. The consolidated principal amount does not
         exceed the original principal amount of the Mortgage Loan;

                  (xxxv) Each Mortgage Loan available for sale to the Purchaser
         was not intentionally selected by the Seller in a manner intended to
         adversely affect the interest of the Purchaser;

                  (xxxvi) [Reserved];


                                       13

<PAGE>



                  (xxxvii) The Mortgaged Property consists of a single parcel of
         real property with a single family residence erected thereon, or a two
         to four-family dwelling, or an individual condominium unit in a
         low-rise or high-rise condominium project or an individual unit in a
         planned unit development. The Mortgaged Property is improved with a
         Residential Dwelling. To the best knowledge of the Seller, the
         Mortgaged Property does not consist of mobile homes or manufactured
         homes (as defined in the Fannie Mae Originator-Servicer's Guide),
         except when the appraisal indicates that the home is of comparable
         construction to a stick or beam construction home, is readily
         marketable, has been permanently affixed to the site and is not in a
         mobile home "park." The Mortgaged Property is either a fee simple
         estate or a long-term residential lease. If the Mortgage Loan is
         secured by a long-term residential lease, unless otherwise specifically
         disclosed in the Mortgage Loan Schedule, (A) the terms of such lease
         expressly permit the mortgaging of the leasehold estate, the assignment
         of the lease without the lessor's consent (or the lessor's consent has
         been obtained and such consent is the Mortgage File) and the
         acquisition by the holder of the Mortgage of the rights of the lessee
         upon foreclosure or assignment in lieu of foreclosure or provide the
         holder of the Mortgage with substantially similar protection; (B) the
         terms of such lease do not (x) allow the termination thereof upon the
         lessee's default without the holder of the Mortgage being entitled to
         receive written notice of, and opportunity to cure, such default or (y)
         prohibit the holder of the Mortgage from being insured under the hazard
         insurance policy relating to the Mortgaged Property; (C) the original
         term of such lease is not less than 15 years; (D) the term of such
         lease does not terminate earlier than ten years after the maturity date
         of the Mortgage Note; and (E) the Mortgaged Property is located in a
         jurisdiction in which the use of leasehold estates for residential
         properties is an accepted practice;

                  (xxxviii) [Reserved];

                  (xxxix) The Mortgage, and if required by applicable law the
         related Mortgage Note, contains a provision for the acceleration of the
         payment of the unpaid principal balance of the Mortgage Loan in the
         event that the Mortgaged Property is sold or transferred without the
         prior written consent of the Mortgagee, at the option of the Mortgagee;

                  (xl) To the best knowledge of the Seller, no error, omission,
         misrepresentation, negligence, fraud or similar occurrence with respect
         to a Mortgage Loan has taken place on the part of any person,
         including, without limitation, the Mortgagor, any appraiser, any
         builder or developer, or any other party involved in the origination of
         the Mortgage Loan or in the application of any insurance in relation to
         such Mortgage Loan; and

                  (xli) With respect to any assumption, modification,
         consolidation or extension agreements, such agreement has been or will
         be recorded by the Seller if required under applicable law.

                  SECTION 7.        REPURCHASE OBLIGATION FOR DEFECTIVE
                                    DOCUMENTATION AND FOR BREACH OF
                                    REPRESENTATION AND WARRANTY.


                                       14

<PAGE>



                  (a) The representations and warranties contained in Section 6
shall not be impaired by any review and examination of loan files or other
documents evidencing or relating to the Mortgage Loans or any failure on the
part of the Seller or the Purchaser to review or examine such documents and
shall inure to the benefit of any assignee, transferee or designee of the
Purchaser, including the Trustee for the benefit of holders of the Certificates
evidencing an interest in all or a portion of the Mortgage Loans. With respect
to the representations and warranties contained herein which are made to the
knowledge or the best of knowledge of the Seller (other than 6(xl)), or as to
which the Seller has no knowledge, if it is discovered that the substance of any
such representation and warranty was inaccurate as of the date such
representation and warranty was made or deemed to be made, and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan or the
interest therein of the Purchaser or the Purchaser's assignee, transferee or
designee, then notwithstanding the lack of knowledge by the Seller with respect
to the substance of such representation and warranty being inaccurate at the
time the representation and warranty was made, the Seller shall take such action
described in the following paragraph in respect of such Mortgage Loan.

                  Upon discovery by the Seller, the Purchaser or any assignee,
transferee or designee of the Purchaser of any materially defective document in,
or that any material document was not transferred by the Seller as part of any
Mortgage File or of a breach of any of the representations and warranties
contained in Section 5 or Section 6 that, in each case, materially and adversely
affects the value of any Mortgage Loan, the Purchaser or the Purchaser's
assignee, transferee or designee or the party discovering the breach shall give
prompt written notice to the Seller. Within ninety (90) days of its discovery or
its receipt of notice of any such missing documentation which was not
transferred to the Purchaser as described above or materially defective
documentation or any breach of a representation and warranty, the Seller
promptly shall deliver such missing document or cure such defect or breach in
all material respects, or in the event the Seller cannot deliver such missing
document or such defect or breach cannot be cured, the Seller shall within
ninety (90) days of its discovery or receipt of notice, either (i) repurchase
the affected Mortgage Loan at the Purchase Price (as defined in the Pooling and
Servicing Agreement) or (ii) pursuant to the provisions of the Pooling and
Servicing Agreement, cause the removal of such Mortgage Loan from the Trust Fund
and substitute one or more Qualified Substitute Mortgage Loans. With respect to
Mortgage Loans where the Mortgage File is missing a material document that was
transferred from the Seller to the Purchaser, the Purchaser or the Purchaser's
assignee, transferee or designee, the party discovering such breach shall give
prompt written notice to the Seller. The Seller shall amend the Mortgage Loan
Schedule to reflect the withdrawal of such Mortgage Loan from the terms of this
Agreement and the Pooling and Servicing Agreement and the addition, if any, of a
Qualified Substitute Mortgage Loan. The Seller shall deliver to the Purchaser
such amended Closing Schedule and shall deliver such other documents as are
required by this Agreement or the Pooling and Servicing Agreement within five
(5) days of any such amendment. Any repurchase pursuant to this Section 7(a)
shall be accomplished by deposit in the Collection Account of the amount of the
Purchase Price (as defined in the Pooling and Servicing Agreement) in accordance
with Section 2.03 of the Pooling and Servicing Agreement. Any repurchase or
substitution required by this Section shall be made in a manner consistent with
Section 2.03 of the Pooling and Servicing Agreement.


                                       15

<PAGE>



                  (b) It is understood and agreed that the obligations of the
Seller set forth in this Section 7 to cure, repurchase or substitute for a
defective Mortgage Loan constitute the sole remedies of the Purchaser against
the Seller, respecting a missing or defective document or a breach of the
representations and warranties contained in Section 5 or Section 6. It is
understood and agreed that the obligations of the Seller set forth in this
Section 7 to repurchase or substitute for a Mortgage Loan as to which a material
document is missing constitute the sole remedies of the Purchaser against the
Seller respecting a missing document.

                  SECTION 8. CLOSING; PAYMENT FOR THE MORTGAGE LOANS. The
closing of the purchase and sale of the Mortgage Loans shall be held at the New
York City office of Thacher Proffitt & Wood at 10:00 AM New York City time on
the Closing Date.

                  The closing shall be subject to each of the following
conditions:

                  (a) All of the representations and warranties of the Seller
         under this Agreement shall be true and correct in all material respects
         as of the date as of which they are made and no event shall have
         occurred which, with notice or the passage of time, would constitute a
         default under this Agreement;

                  (b) The Purchaser shall have received, or the attorneys of the
         Purchaser shall have received in escrow (to be released from escrow at
         the time of closing), all Closing Documents as specified in Section 9
         of this Agreement, in such forms as are agreed upon and acceptable to
         the Purchaser, duly executed by all signatories other than the
         Purchaser as required pursuant to the respective terms thereof;

                  (c) The Seller shall have delivered or caused to be delivered
         and released to the Purchaser or to its designee, all documents
         (including without limitation, the Mortgage Loans) required to be so
         delivered by the Purchaser; and

                  (d) All other terms and conditions of this Agreement shall
         have been complied with in all material respects.

                  Subject to the foregoing conditions, the Purchaser shall
deliver or cause to be delivered to the Seller on the Closing Date, against
delivery and release by the Seller to the Trustee of all documents required
pursuant to the Pooling and Servicing Agreement, the consideration for the
Mortgage Loans as specified in Section 3 of this Agreement, by delivery to the
Seller of the Purchase Price.

                  SECTION 9. CLOSING DOCUMENTS. Without limiting the generality
of Section 8 hereof, the closing shall be subject to delivery of each of the
following documents:

                  (a) An Officers' Certificate of the Seller, dated the Closing
         Date, upon which the Purchaser and Salomon Smith Barney Inc. (the
         "Underwriter") may rely, in a form acceptable


                                       16

<PAGE>



         to the Purchaser, and attached thereto copies of the certificate of
         incorporation, by-laws and certificate of good standing of the Seller;

                  (b) An Opinion of Counsel of the Seller, dated the Closing
         Date and addressed to the Purchaser and the Underwriter, in a form
         acceptable to the Purchaser;

                  (c) Such opinions of counsel as the Rating Agencies or the
         Trustee may request in connection with the sale of the Mortgage Loans
         by the Seller to the Purchaser or the Seller's execution and delivery
         of, or performance under, this Agreement;

                  (e) A letter from Deloitte & Touche, LLP, certified public
         accountants, dated the date hereof and to the effect that they have
         performed certain specified procedures as a result of which they
         determined that certain information of an accounting, financial or
         statistical nature set forth in the Purchaser's Prospectus Supplement,
         dated December 20, 2002 under the subheadings "Summary of Prospectus
         Supplement--The Mortgage Loans," "Risk Factors" (to the extent of
         information regarding the Mortgage Loans therein) and "The Mortgage
         Pool" agrees with the records of the Seller;

                  (f) A letter from Ernst & Young, certified public accountants,
         dated the date hereof and to the effect that they have performed
         certain specified procedures as a result of which they determined that
         certain information of an accounting, financial or statistical nature
         set forth in the Purchaser's Prospectus Supplement, dated December 20,
         2002 under the subheading "The Mortgage Pool--The Seller" agrees with
         the records of the Seller and certain information of an accounting,
         financial or statistical nature set forth in the Prospectus Supplement
         under the subheading "Pooling and Servicing Agreement--The Master
         Servicer" agrees with the records of the Master Servicer; and

                  (g) Such further information, certificates, opinions and
         documents as the Purchaser or the Underwriter may reasonably request.

                  SECTION 10. COSTS. The Seller shall pay (or shall reimburse
the Purchaser or any other Person to the extent that the Purchaser or such other
Person shall pay) all necessary and reasonable costs and expenses incurred
directly in connection with the transfer and delivery of the Mortgage Loans,
including without limitation, recording fees, and the fees for recording
Assignments, the costs and expenses of printing (or otherwise reproducing) and
delivering this Agreement, the Pooling and Servicing Agreement, the
Certificates, the prospectus, Prospectus Supplement, and private placement
memorandum relating to the Certificates and other related documents, the initial
fees, costs and expenses of the Trustee set forth in an engagement letter
delivered to the Seller by the Trustee, the fees and expenses of the Depositor's
counsel in connection with the preparation of all documents relating to the
securitization of the Mortgage Loans, which fees and expenses of the Depositor's
counsel shall equal $125,000, the filing fee charged by the Securities and
Exchange Commission for registration of the Certificates and the fees charged by
any rating agency to rate the Certificates. All other costs and expenses in
connection with the transactions


                                       17

<PAGE>



contemplated hereunder shall be borne by the party incurring such expense.

                  SECTION 11. INDEMNIFICATION.

                  (a) The Seller shall indemnify and hold harmless each of (i)
the Purchaser, (ii) the Underwriter, (iii) the Person, if any, to which the
Purchaser assigns its rights in and to a Mortgage Loan and each of their
respective successors and assigns and (iv) each person, if any, who controls the
Purchaser within the meaning of Section 15 of the Securities Act of 1933, as
amended (the "1933 Act") ((i) through (iv) collectively, the "Indemnified
Party") against any and all losses, claims, expenses, damages or liabilities to
which the Indemnified Party may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, expenses, damages or liabilities (or actions in
respect thereof) arise out of or are based upon (a) any untrue statement or
alleged untrue statement of any material fact contained in the Prospectus
Supplement or any private placement memorandum (with respect to the Retained
Private Certificates) relating to the offering by the Purchaser or an affiliate
thereof, of the Sovereign Certificates, or the omission or the alleged omission
to state therein any material fact necessary in order to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with (i) information
furnished in writing to the Purchaser or any of its affiliates by the Seller or
any of its affiliates specifically for use therein, which shall include, with
respect to the Prospectus Supplement, the information set forth under the
captions "Summary--The Mortgage Loans," "Risk Factors" (to the extent of
information concerning the Mortgage Loans contained therein), "The Mortgage
Pool" and "Pooling and Servicing Agreement--The Master Servicer" and, with
respect to any private placement memorandum (with respect to the Retained
Private Certificates), any information of a comparable nature (the "Seller's
Information), or (ii) the data files containing information with respect to the
Mortgage Loans as transmitted by modem to the Purchaser by the Seller or any of
its affiliates (as such transmitted information may have been amended in writing
by the Seller or any of its affiliates with the written consent of the Purchaser
subsequent to such transmission), (b) any representation, warranty or covenant
made by the Seller or any affiliate of the Seller herein or in the Pooling and
Servicing Agreement, on which the Purchaser has relied, being, or alleged to be,
untrue or incorrect or (c) any updated collateral information provided by the
Underwriter to a purchaser of the Certificates derived from the data contained
in clause (ii) and the Remittance Report or a current collateral tape obtained
from the Seller or an affiliate of the Seller, including the current loan
balances of the Mortgage Loans; provided, however, that to the extent that any
such losses, claims, expenses, damages or liabilities to which the Indemnified
Party may become subject arise out of or are based upon both (1) statements,
omissions, representations, warranties or covenants of the Seller described in
clause (a), (b) or (c) above and (2) any other factual basis, the Seller shall
indemnify and hold harmless the Indemnified Party only to the extent that the
losses, claims, expenses, damages, or liabilities of the person or persons
asserting the claim are determined to rise from or be based upon matters set
forth in clause (1) above and do not result from the gross negligence or willful
misconduct of such Indemnified Party. This indemnity shall be in addition to any
liability that the Seller may otherwise have.



                                       18

<PAGE>



                  (b) The Purchaser shall indemnify and hold harmless each of
(i) the Seller and (ii) each person, if any, who controls the Seller within the
meaning of Section 15 of the Securities Act of 1933, as amended (the "1933 Act")
((i) and (ii) collectively, the "Indemnified Party") against any and all losses,
claims, expenses, damages or liabilities to which the Indemnified Party may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
expenses, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Prospectus Supplement or any private placement memorandum
(with respect to the Retained Private Certificates) relating to the offering by
the Purchaser or an affiliate thereof, of the Sovereign Certificates, or the
omission or the alleged omission to state therein any material fact necessary in
order to make the statements therein not misleading, in each case to the extent,
but only to the extent, that such untrue statement or alleged untrue statement
or omission or alleged omission does not relate to the Seller's Information;
provided, however, that to the extent that any such losses, claims, expenses,
damages or liabilities to which the Indemnified Party may become subject arise
out of or are based upon both (1) statements, omissions, representations,
warranties or covenants of the Purchaser described above and (2) any other
factual basis, the Purchaser shall indemnify and hold harmless the Indemnified
Party only to the extent that the losses, claims, expenses, damages, or
liabilities of the person or persons asserting the claim are determined to rise
from or be based upon matters set forth in clause (1) above and do not result
from the gross negligence or willful misconduct of such Indemnified Party. This
indemnity shall be in addition to any liability that the Purchaser may otherwise
have.

                  (c) In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either Section 11(a) or 11(b) above, such
person (the "indemnified party") shall promptly notify the person against whom
such indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one separate firm for all such indemnified parties.
Such firm shall be designated in writing by the Depositor, in the case of
parties indemnified pursuant to Section 11(a) and by the Seller, in the case of
parties indemnified pursuant to Section 11(b). The indemnifying party may, at
its option, at any time upon written notice to the indemnified party, assume the
defense of any proceeding and may designate counsel satisfactory to the
indemnified party in connection therewith provided that the counsel so
designated would have no actual or potential conflict of interest in connection
with such representation. Unless it shall


                                       19

<PAGE>



assume the defense of any proceeding, the indemnifying party shall not be liable
for any settlement of any proceeding effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. If the
indemnifying party assumes the defense of any proceeding, it shall be entitled
to settle such proceeding with the consent of the indemnified party or, if such
settlement provides for release of the indemnified party in connection with all
matters relating to the proceeding which have been asserted against the
indemnified party in such proceeding by the other parties to such settlement,
without the consent of the indemnified party.

                  (d) If the indemnification provided for in this Agreement is
unavailable to an indemnified party under Section 11(a) or 11(b) hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities, in
such proportion as is appropriate to reflect the relative fault of the
indemnified and indemnifying parties in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of the
indemnified and indemnifying parties shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by such parties and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

                  (e) The Purchaser and the Seller agree that it would not be
just and equitable if contribution pursuant to this Agreement were determined by
PRO RATA allocation or by any other method of allocation which does not take
account of the considerations referred to in Section 11(d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages and liabilities referred to in this Section 11 shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim, except where the indemnified party is
required to bear such expenses pursuant to this Section 11, which expenses the
indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party will be ultimately
obligated to pay such expenses. In the event that any expenses so paid by the
indemnifying party are subsequently determined to not be required to be borne by
the indemnifying party hereunder, the party which received such payment shall
promptly refund the amount so paid to the party which made such payment. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the 1933 Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.

                  (f) The indemnity and contribution agreements contained in
this Section 11 shall remain operative and in full force and effect regardless
of (i) any investigation made by the Purchaser or any person controlling the
Purchaser or by or on behalf of the Seller and their respective directors or
officers or any person controlling the Seller and (ii) acceptance of and payment
for the Mortgage


                                       20

<PAGE>



Loans.

                  SECTION 12. MANDATORY DELIVERY; GRANT OF SECURITY INTEREST.
The sale and delivery on the Closing Date of the Mortgage Loans described on the
Mortgage Loan Schedule in accordance with the terms and conditions of this
Agreement is mandatory. It is specifically understood and agreed that each
Mortgage Loan is unique and identifiable on the date hereof and that an award of
money damages would be insufficient to compensate the Purchaser for the losses
and damages incurred by the Purchaser in the event of the Seller's failure to
deliver the Mortgage Loans on or before the Closing Date. The Seller hereby
grants to the Purchaser a lien on and a continuing security interest in the
Seller's interest in each Mortgage Loan and each document and instrument
evidencing each such Mortgage Loan to secure the performance by the Seller of
its obligation hereunder, and the Seller agrees that it holds such Mortgage
Loans in custody for the Purchaser, subject to the Purchaser's (i) right, prior
to the Closing Date, to reject any Mortgage Loan to the extent permitted by this
Agreement and (ii) obligation to deliver or cause to be delivered the
consideration for the Mortgage Loans pursuant to Section 8 hereof. Any Mortgage
Loans rejected by the Purchaser shall concurrently therewith be released from
the security interest created hereby. The Seller agrees that, upon acceptance of
the Mortgage Loans by the Purchaser or its designee and delivery of payment to
the Seller, that its security interest in the Mortgage Loans shall be released.
All rights and remedies of the Purchaser under this Agreement are distinct from,
and cumulative with, any other rights or remedies under this Agreement or
afforded by law or equity and all such rights and remedies may be exercised
concurrently, independently or successively.

                  Notwithstanding the foregoing, if on the Closing Date, either
(i) each of the conditions set forth in Section 8 hereof shall have been
satisfied and the Purchaser shall not have paid or caused to be paid the
Purchase Price, or (ii) any such condition shall not have been waived or
satisfied and the Purchaser determines not to pay or cause to be paid the
Purchase Price, the Purchaser shall immediately effect the redelivery of the
Mortgage Loans, if delivery to the Purchaser has occurred and the security
interest created by this Section 12 shall be deemed to have been released;
provided, however, in the case of any such nonpayment described in clause (i)
above, such redelivery shall not diminish any other rights or remedies that the
Seller may have against the Purchaser.

                  SECTION 13. NOTICES. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered to or mailed by registered mail, postage prepaid, or
transmitted by telex or telegraph and confirmed by a similar mailed writing, if
to the Purchaser, addressed to the Purchaser at 390 Greenwich Street, New York,
New York 10013, Attention: Mortgage Finance Group, or such other address as may
hereafter be furnished to the Seller in writing by the Purchaser; if to the
Seller, addressed to the Seller at Sovereign Bank Capital Markets, Center Square
- Concourse, 1500 Market Street, Philadelphia, PA 19102, Attention:
Securitization Department, with a copy to 1130 Berkshire Blvd., Wyomissing,
Pennsylvania 19610, Attention: David A. Silverman, Chief Counsel, or to such
other address as the Seller may designate in writing to the Purchaser.



                                       21

<PAGE>



                  SECTION 14. SEVERABILITY OF PROVISIONS. Any part, provision,
representation or warranty of this Agreement which is prohibited or which is
held to be void or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof. Any part, provision, representation or warranty of this Agreement which
is prohibited or unenforceable or is held to be void or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective, to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction as to any Mortgage Loan shall not invalidate or render
unenforceable such provision in any other jurisdiction. To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

                  SECTION 15. AGREEMENT OF PARTIES. The Seller and the Purchaser
each agree to execute and deliver such instruments and take such actions as
either of the others may, from time to time, reasonably request in order to
effectuate the purpose and to carry out the terms of this Agreement and the
Pooling and Servicing Agreement.

                  SECTION 16. SURVIVAL. The Seller agrees that the
representations, warranties and agreements made by it herein and in any
certificate or other instrument delivered pursuant hereto shall be deemed to be
relied upon by the Purchaser, notwithstanding any investigation heretofore or
hereafter made by the Purchaser or on its behalf, and that the representations,
warranties and agreements made by the Seller herein or in any such certificate
or other instrument shall survive the delivery of and payment for the Mortgage
Loans and shall continue in full force and effect, notwithstanding any
restrictive or qualified endorsement on the Mortgage Notes and notwithstanding
subsequent termination of this Agreement, the Pooling and Servicing Agreement or
the Trust Fund.

                  SECTION 17. RESERVED.

                  SECTION 18. GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS,
DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES HERETO SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS (INCLUDING THE CHOICE OF LAW
PROVISIONS) AND DECISIONS OF THE STATE OF NEW YORK. THE PARTIES HERETO INTEND
THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW
SHALL APPLY TO THIS AGREEMENT.

                  SECTION 19. MISCELLANEOUS. This Agreement may be executed in
two or more counterparts, each of which when so executed and delivered shall be
an original, but all of which together shall constitute one and the same
instrument. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns. This Agreement
supersedes all prior agreements and understandings relating to the subject
matter hereof. Neither this Agreement nor any term hereof may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against whom enforcement of the change, waiver, discharge or
termination is sought. The headings in this Agreement are for purposes of
reference only


                                       22

<PAGE>



and shall not limit or otherwise affect the meaning hereof.

                  It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans by the Seller to the Purchaser as provided in
Section 4 hereof be, and be construed as, a sale of the Mortgage Loans by the
Seller to the Purchaser and not as a pledge of the Mortgage Loans by the Seller
to the Purchaser to secure a debt or other obligation of the Seller. However, in
the event that, notwithstanding the aforementioned intent of the parties, the
Mortgage Loans are held to be property of the Seller, then, (a) it is the
express intent of the parties that such conveyance be deemed a pledge of the
Mortgage Loans by the Seller to the Purchaser to secure a debt or other
obligation of the Seller and (b) (1) this Agreement shall also be deemed to be a
security agreement within the meaning of Articles 8 and 9 of the New York
Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
shall be deemed to be a grant by the Seller to the Purchaser of a security
interest in all of the Seller's right, title and interest in and to the Mortgage
Loans and all amounts payable to the holders of the Mortgage Loans in accordance
with the terms thereof and all proceeds of the conversion, voluntary or
involuntary, of the foregoing into cash, instruments, securities or other
property, including without limitation all amounts, other than investment
earnings, from time to time held or invested in the Collection Account whether
in the form of cash, instruments, securities or other property; (3) the
possession by the Purchaser or its agent of Mortgage Notes, the related
Mortgages and such other items of property that constitute instruments, money,
negotiable documents or chattel paper shall be deemed to be "possession by the
secured party" for purposes of perfecting the security interest pursuant to
Section 9-305 of the New York Uniform Commercial Code; and (4) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Purchaser for the purpose of perfecting
such security interest under applicable law. Any assignment of the interest of
the Purchaser pursuant to Section 4(d) hereof shall also be deemed to be an
assignment of any security interest created hereby. The Seller and the Purchaser
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement and the Pooling and
Servicing Agreement.

                  SECTION 20. TRANSFER OF CERTIFICATES BY THE SELLER. In
connection with any sale of the Retained Public Certificates by the Seller
within one year of the Closing Date, the Seller shall sell the Retained Public
Certificates to the Depositor and the Depositor shall use its best efforts to
enter into one or more underwriting agreements with the Underwriter and with the
consent of the Depositor and the Underwriter, such consent not to be
unreasonably withheld, one or more co-underwriters, which may include Sovereign
Securities Corporation, LLC, substantially in the form of the underwriting
agreement, dated December 20, 2002, related to the sale of the Class A-2
Certificates by the Depositor to the Underwriter.

                  The Seller shall notify the Depositor and the Trustee of any
proposed disposition at least 10 days in advance of settlement of such
disposition, and the Seller shall provide to the


                                       23

<PAGE>



Depositor all information about the disposition and the prospective transferees
which the Depositor reasonably requests.

                  At the time of the Seller's notice as required above (or, in
the case of information concerning the Mortgage Loans, as soon thereafter as
practicable), the Seller shall fully inform the Depositor with respect to all
information that may be necessary in order to correct any untrue statement of a
material fact in the Seller's Information in the Prospectus Supplement, or to
prevent any omission of a material fact necessary to make the statements in the
Seller's Information in the Prospectus Supplement not misleading in light of the
circumstances in which they are made in connection with the disposition of the
Retained Public Certificates, and the Seller shall cooperate with the Depositor
in connection with the preparation and use of any supplement to the Prospectus
Supplement required by the Depositor in its reasonable discretion.



                                       24

<PAGE>


                  IN WITNESS WHEREOF, the Purchaser and the Seller have caused
their names to be signed by their respective officers thereunto duly authorized
as of the date first above written.


                                                  SALOMON BROTHERS MORTGAGE
                                                  SECURITIES VII, INC.


                                                  By:___________________________
                                                  Name:
                                                  Title:



                                                  SOVEREIGN BANK


                                                  By:___________________________
                                                  Name:
                                                  Title:

<PAGE>



                                   EXHIBIT E-1
                                   -----------

                               REQUEST FOR RELEASE

                             (for Trustee/Custodian)

LOAN INFORMATION

         Name of Mortgagor:         __________________________________

         Master Servicer
         Loan No.:                  __________________________________

TRUSTEE/CUSTODIAN

         Name:                      __________________________________

         Address:                   __________________________________
                                    __________________________________

         Trustee/Custodian
         Mortgage File No.:         __________________________________

TRUST ADMINISTRATOR

         Name:                      ______________________________

         Address:                   ______________________________
                                    ______________________________

DEPOSITOR

         Name:                      SALOMON BROTHERS MORTGAGE
                                    SECURITIES VII, INC.

         Address:                   __________________________________
                                    __________________________________

         Certificates:     Sovereign Bank Mortgage Loan Trust, Series 2002-1,
                           Variable-Rate Mortgage Pass-Through Certificates

          The undersigned Master Servicer hereby acknowledges that it has
received from _______________________, as Trustee for the Holders of
Variable-Rate Mortgage Pass-Through Certificates, Series 2002-1 the documents
referred to below (the "Documents"). All capitalized terms


                                      E-1-1

<PAGE>



not otherwise defined in this Request for Release shall have the meanings given
them in the Pooling and Servicing Agreement, dated as of December 1, 2002, among
the Trustee, the Trust Administrator, the Depositor and the Master Servicer (the
"Pooling and Servicing Agreement").

          ( ) Promissory Note dated _______________, 20__, in the original
principal sum of $__________, made by _____________________, payable to, or
endorsed to the order of, the Trustee.

          ( ) Mortgage recorded on _________________________ as instrument no.
____________________ in the County Recorder's Office of the County of
_________________, State of __________________ in book/reel/docket
_________________ of official records at page/image _____________.

          ( ) Deed of Trust recorded on ___________________ as instrument no.
________________ in the County Recorder's Office of the County of
_________________, State of ____________________ in book/reel/docket
_________________ of official records at page/image ______________.

          ( ) Assignment of Mortgage or Deed of Trust to the Trustee, recorded
on ___________________ as instrument no. _________ in the County Recorder's
Office of the County of _______________, State of _______________________ in
book/reel/docket ____________ of official records at page/image ____________.

          ( ) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.

          ( ) _____________________________________________

          ( ) _____________________________________________

          ( ) _____________________________________________

          ( ) _____________________________________________

          The undersigned Master Servicer hereby acknowledges and agrees as
follows:

          (1) The Master Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Trustee and the Trust Administrator,
solely for the purposes provided in the Agreement.

          (2) The Master Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest,
charges, writs of attachment or other impositions nor shall the Master Servicer
assert or seek to assert any claims or rights of setoff to or


                                      E-1-2

<PAGE>



against the Documents or any proceeds thereof.

          (3) The Master Servicer shall return each and every Document
previously requested from the Mortgage File to the Trustee when the need
therefor no longer exists, unless the Mortgage Loan relating to the Documents
has been liquidated and the proceeds thereof have been remitted to the
Collection Account and except as expressly provided in the Agreement.

          (4) The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Master Servicer shall at
all times be earmarked for the account of the Trustee, and the Master Servicer
shall keep the Documents and any proceeds separate and distinct from all other
property in the Master Servicer's possession, custody or control.

Dated:

                                    SOVEREIGN BANK


                                    By:__________________________
                                    Name:
                                    Title:




                                      E-1-3

<PAGE>



                                   EXHIBIT E-2
                                   -----------

                               REQUEST FOR RELEASE
                          [Mortgage Loans Paid in Full]

                     OFFICER'S CERTIFICATE AND TRUST RECEIPT
                VARIABLE-RATE MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 2002-1

___________________________________________________ HEREBY CERTIFIES THAT HE/SHE
IS AN OFFICER OF THE MASTER SERVICER, HOLDING THE OFFICE SET FORTH BENEATH
HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS FOLLOWS:

WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN
MADE.

LOAN NUMBER: _________________ BORROWER'S NAME:______________________

COUNTY: ______________________

WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
WHICH ARE REQUIRED TO BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTION
3.10 OF THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

______________________________          DATED:______________________

/ / VICE PRESIDENT

/ / ASSISTANT VICE PRESIDENT



                                      E-2-1

<PAGE>



                                   EXHIBIT F-1
                                   -----------

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                 [Date]

Citibank, N.A.
111 Wall Street
New York, New York 10005

          Re:  Sovereign Bank Mortgage Loan Trust, Series 2002-1, Variable-Rate
               Mortgage Pass-Through Certificates, Class ___, representing a
               ___% Class ___ Percentage Interest

Ladies and Gentlemen:

          In connection with the transfer by ________________ (the "Transferor")
to ________________ (the "Transferee") of the captioned variable-rate mortgage
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

          Neither the Transferor nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred any Certificate,
any interest in any Certificate or any other similar security to any person in
any manner, (b) has solicited any offer to buy or to accept a pledge,
disposition or other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar security with any person in any manner,
(d) has made any general solicitation by means of general advertising or in any
other manner, (e) has taken any other action, that (in the case of each of
subclauses (a) through (e) above) would constitute a distribution of the
Certificates under the Securities Act of 1933, as amended (the "1933 Act"), or
would render the disposition of any Certificate a violation of Section 5 of the
1933 Act or any state securities law or would require registration or
qualification pursuant thereto. The Transferor will not act, nor has it
authorized or will it authorize any person to act, in any manner set forth in
the foregoing sentence with respect to any Certificate. The Transferor will not
sell or otherwise transfer any of the Certificates, except in compliance with
the provisions of that certain Pooling and Servicing Agreement, dated as of
December 1, 2002, among Salomon Brothers Mortgage Securities VII, Inc. as
Depositor, Sovereign Bank as Master Servicer, U.S. Bank National Association as
Trustee and Citibank, N.A. as Trust Administrator (the "Pooling and Servicing
Agreement"), pursuant to which Pooling and Servicing Agreement the Certificates
were issued.




                                      F-1-1

<PAGE>



          Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

                                                Very truly yours,

                                                [Transferor]

                                                By:___________________________
                                                Name:
                                                Title:





                                      F-1-2

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                   [Date]

Citibank, N.A.
111 Wall Street
New York, New York 10005

          Re:  Sovereign Bank Mortgage Loan Trust, Series 2002-1, Variable-Rate
               Mortgage Pass-Through Certificates, Class ___, representing a
               ___% Percentage Interest

Ladies and Gentlemen:

          In connection with the purchase from ______________________ (the
"Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

          1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the "1933
Act") and has completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to
it is being made in reliance on Rule 144A. The Transferee is acquiring the
Certificates for its own account or for the account of a qualified institutional
buyer, and understands that such Certificate may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.

          2. The Transferee has been furnished with all information regarding
(a) the Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with the
Certificates, that it has requested.




                                      F-1-3

<PAGE>



          All capitalized terms used but not otherwise defined herein have the
respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of December 1, 2002, among Salomon Brothers Mortgage Securities VII,
Inc. as Depositor, Sovereign Bank as Master Servicer, U.S. Bank National
Association as Trustee and Citibank, N.A. as Trust Administrator, pursuant to
which the Certificates were issued.

                                         [TRANSFEREE]

                                         By:__________________________
                                         Name:
                                         Title:




                                      F-1-4

<PAGE>



                             ANNEX 1 TO EXHIBIT F-1
                             ----------------------

               QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE
               ---------------------------------------------------
                   144A [For Transferees Other Than Registered
                              Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Citibank, N.A., as Trust Administrator, with respect to
the variable-rate mortgage pass-through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

          2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Transferee owned and/or
invested on a discretionary basis $______________________1 in securities (except
for the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year (such amount being calculated in accordance with Rule
144A) and (ii) the Transferee satisfies the criteria in the category marked
below.

     ___ CORPORATION, ETC. The Transferee is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or similar
business trust, partnership, or any organization described in Section 501(c)(3)
of the Internal Revenue Code of 1986.

     ___ BANK. The Transferee (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of Columbia,
the business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of
which is attached hereto.

     ___ SAVINGS AND LOAN. The Transferee (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association or
similar institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an audited net worth
of at least


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

     1 Transferee must own and/or invest on a discretionary basis at least
$100,000,000 in securities unless Transferee is a dealer, and, in that case,
Transferee must own and/or invest on a discretionary basis at least $10,000,000
in securities. $25,000,000 as demonstrated in its latest annual financial
statements, A COPY OF WHICH IS ATTACHED HERETO.



                                      F-1-5

<PAGE>



     ___ BROKER-DEALER. The Transferee is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.

     ___ INSURANCE COMPANY. The Transferee is an insurance company whose primary
and predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to supervision
by the insurance commissioner or a similar official or agency of a State,
territory or the District of Columbia.

     ___ STATE OR LOCAL PLAN. The Transferee is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit of
its employees.

     ___ ERISA PLAN. The Transferee is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of 1974.

     ___ INVESTMENT ADVISOR. The Transferee is an investment advisor registered
under the Investment Advisers Act of 1940.

          3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
securities of issuers that are affiliated with the Transferee, (ii) securities
that are part of an unsold allotment to or subscription by the Transferee, if
the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or
any instrumentality thereof, (iv) bank deposit notes and certificates of
deposit, (v) loan participations, (vi) repurchase agreements, (vii) securities
owned but subject to a repurchase agreement and (viii) currency, interest rate
and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
used the cost of such securities to the Transferee and did not include any of
the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.


    ___      ___      Will the Transferee be purchasing the Certificates



                                      F-1-6

<PAGE>

    Yes      No       only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", the Transferee
agrees that, in connection with any purchase of securities sold to the
Transferee for the account of a third party (including any separate account) in
reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become available.

Dated:

                                    ____________________________________
                                    Print Name of Transferee


                                    By:_________________________________
                                    Name:
                                    Title:


                                      F-1-7

<PAGE>



                                                          ANNEX 2 TO EXHIBIT F-1
                                                          ----------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and Citibank, N.A., as Trust Administrator, with respect to
the variable-rate mortgage pass- through certificates (the "Certificates")
described in the Transferee Certificate to which this certification relates and
to which this certification is an Annex:

          1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because the Transferee is part of a Family of
Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

          2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.

     ____     The Transferee owned $___________________ in securities (other
              than the excluded securities referred to below) as of the end of
              the Transferee's most recent fiscal year (such amount being
              calculated in accordance with Rule 144A).

     ____     The Transferee is part of a Family of Investment Companies which
              owned in the aggregate $______________ in securities (other than
              the excluded securities referred to below) as of the end of the
              Transferee's most recent fiscal year (such amount being calculated
              in accordance with Rule 144A).

          3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "SECURITIES" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank


                                      F-1-8

<PAGE>



deposit notes and certificates of deposit, (iv) loan participations, (v)
repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.

          5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

          6. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                            ___________________________________
                                            Print Name of Transferee or Advisor


                                            By:________________________________
                                            Name:
                                            Title:

                                            IF AN ADVISER:

                                            ___________________________________
                                            Print Name of Transferee



                                      F-1-9

<PAGE>



                    FORM OF TRANSFEREE REPRESENTATION LETTER
                    ----------------------------------------

          The undersigned hereby certifies on behalf of the purchaser named
below (the "Purchaser") as follows:

          1. I am an executive officer of the Purchaser.

          2. The Purchaser is a "qualified institutional buyer", as defined in
Rule 144A, ("Rule 144A") under the Securities Act of 1933, as amended.

          3. As of the date specified below (which is not earlier than the last
day of the Purchaser's most recent fiscal year), the amount of "securities",
computed for purposes of Rule 144A, owned and invested on a discretionary basis
by the Purchaser was in excess of $100,000,000.

                                           Name of Purchaser

                                           _______________________________

                                           By:____________________________
                                           Name:
                                           Title:


Date of this certificate:

Date of information provided in paragraph 3



                                     F-1-10

<PAGE>



                                                                     EXHIBIT F-2
                                                                     -----------

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF NEW YORK      )

COUNTY OF NEW YORK     )

          __________________________, being duly sworn, deposes, represents and
warrants as follows:

          1. I am a ______________________ of ____________________________ (the
"Owner") a corporation duly organized and existing under the laws of
______________, the record owner of Sovereign Bank Mortgage Loan Trust, Series
2002-1, Variable-Rate Mortgage Pass- Through Certificates, Class R Certificates,
(the "Class R Certificates"), on behalf of whom I make this affidavit and
agreement. Capitalized terms used but not defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement pursuant to
which the Class R Certificates were issued.

          2. The Owner (i) is and will be a "Permitted Transferee" as of
____________, 20__ and (ii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit in substantially the same form as this affidavit. A "Permitted
Transferee" is any person other than a "disqualified organization" or a
possession of the United States. For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income.

          3. The Owner is aware (i) of the tax that would be imposed on
transfers of the Class R Certificates to disqualified organizations under the
Internal Revenue Code of 1986 that applies to all transfers of the Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, if such transfer is through an agent (which person includes a broker,
nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that
the person otherwise liable for the tax shall be relieved of liability for the
tax if the transferee furnishes to such person an affidavit that the transferee
is a Permitted Transferee and, at the time of transfer, such person does not
have actual knowledge that the affidavit is false; and (iv) that each of the
Class R Certificates may be a "noneconomic residual interest" within the meaning
of proposed Treasury regulations promulgated under the Code and that the
transferor of a "noneconomic residual interest" will remain liable for any


                                      F-2-1

<PAGE>



taxes due with respect to the income on such residual interest, unless no
significant purpose of the transfer is to impede the assessment or collection of
tax.

          4. The Owner is aware of the tax imposed on a "pass-through entity"
holding the Class R Certificates if, at any time during the taxable year of the
pass-through entity, a non-Permitted Transferee is the record holder of an
interest in such entity. (For this purpose, a "pass-through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)

          5. The Owner is aware that the Trustee will not register the transfer
of any Class R Certificate unless the transferee, or the transferee's agent,
delivers to the Trustee, among other things, an affidavit in substantially the
same form as this affidavit. The Owner expressly agrees that it will not
consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.

          6. The Owner consents to any additional restrictions or arrangements
that shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is a Permitted Transferee.

          7. The Owner's taxpayer identification number is _________________.

          8. The Owner has reviewed the restrictions set forth on the face of
the Class R Certificates and the provisions of Section 5.02(d) of the Pooling
and Servicing Agreement under which the Class R Certificates were issued (in
particular, clauses (iii)(A) and (iii)(B) of Section 5.02(d) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event that the Owner holds such Certificate
in violation of Section 5.02(d)); and that the Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.

          9. The Owner is not acquiring and will not transfer the Class R
Certificates in order to impede the assessment or collection of any tax.

          10. The Owner anticipates that it will, so long as it holds the Class
R Certificates, have sufficient assets to pay any taxes owed by the holder of
such Class R Certificates, and hereby represents to and for the benefit of the
person from whom it acquired the Class R Certificates that the Owner intends to
pay taxes associated with holding such Class R Certificates as they become due,
fully understanding that it may incur tax liabilities in excess of any cash
flows generated by the Class R Certificates.

          11. The Owner has no present knowledge that it may become insolvent or
subject to a bankruptcy proceeding for so long as it holds the Class R
Certificates.



                                      F-2-2

<PAGE>



          12. The Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding.

          13. The Owner is not acquiring the Class R Certificates with the
intent to transfer the Class R Certificates to any person or entity that will
not have sufficient assets to pay any taxes owed by the holder of such Class R
Certificates, or that may become insolvent or subject to a bankruptcy
proceeding, for so long as the Class R Certificates remain outstanding.

          14. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, obtain from its transferee the representations
required by Section 5.02(d) of the Pooling and Servicing Agreement under which
the Class R Certificate were issued and will not consummate any such transfer if
it knows, or knows facts that should lead it to believe, that any such
representations are false.

          15. The Owner will, in connection with any transfer that it makes of
the Class R Certificates, deliver to the Trustee an affidavit, which represents
and warrants that it is not transferring the Class R Certificates to impede the
assessment or collection of any tax and that it has no actual knowledge that the
proposed transferee: (i) has insufficient assets to pay any taxes owed by such
transferee as holder of the Class R Certificates; (ii) may become insolvent or
subject to a bankruptcy proceeding for so long as the Class R Certificates
remains outstanding; and (iii) is not a "Permitted Transferee".

          16. The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate or
trust whose income from sources without the United States may be included in
gross income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.

          17. The Owner of the Class R Certificate, hereby agrees that in the
event that the Trust Fund created by the Pooling and Servicing Agreement is
terminated pursuant to Section 9.01 thereof, the undersigned shall assign and
transfer to the Holders of the Class CE Certificates (with respect to a
termination of REMIC I) any amounts in excess of par received in connection with
such termination. Accordingly, in the event of such termination, the Trustee is
hereby authorized to withhold any such amounts in excess of par and to pay such
amounts directly to the Holders of the Class CE Certificates. This agreement
shall bind and be enforceable against any successor, transferee or assigned of
the undersigned in the Class R Certificate. In connection with any transfer of
the Class R Certificate, the Owner shall obtain an agreement substantially
similar to this clause from any subsequent owner.



                                      F-2-3

<PAGE>



          IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
__________, 20__.

                                                [OWNER]

                                                By:____________________________
                                                Name:
                                                Title:    [Vice] President

ATTEST:

By:_________________________________
Name:
Title:    [Assistant] Secretary



          Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

          Subscribed and sworn before me this ____ day of __________, 20___.



                                                ________________________________
                                                         Notary Public

                                                County of ____________________
                                                State of _____________________

                                                My Commission expires:




                                      F-2-4

<PAGE>



                          FORM OF TRANSFEROR AFFIDAVIT
                          ----------------------------

STATE OF NEW YORK                   )

COUNTY OF NEW YORK                  )

          __________________________, being duly sworn, deposes, represents and
warrants as follows:

          1. I am a ____________________ of ____________________________ (the
"Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.

          2. The Owner is not transferring the Class R Certificates (the
"Residual Certificates") to impede the assessment or collection of any tax.

          3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

          4. The Owner understands that the Purchaser has delivered to the
Trustee a transfer affidavit and agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
any representation contained therein is false.

          5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.

          6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.



                                      F-2-5

<PAGE>



          IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.

                                                [OWNER]

                                                By:_____________________________
                                                Name:
                                                Title:    [Vice] President

ATTEST:

By:______________________________
Name:
Title:   [Assistant] Secretary


          Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

                  Subscribed and sworn before me this ____ day of __________,
20___.



                                                _______________________________
                                                         Notary Public

                                                County of _____________________
                                                State of ______________________

                                                My Commission expires:




                                      F-2-6

<PAGE>



                                    EXHIBIT G
                                    ---------

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                               _____________, 20__

Salomon Brothers Mortgage Securities VII, Inc.
390 Greenwich Street, 4th Floor
New York, NY 10013

Citibank, N.A.
111 Wall Street
New York, New York 10005

          Re:  Salomon Mortgage Loan Trust, Series 2002-1, Variable-Rate
               Mortgage Pass-Through Certificates, Class ___

Dear Sirs:

          _______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Sovereign Bank Mortgage Loan Trust, Series 2002-1,
Variable-Rate Mortgage Pass-Through Certificates, Class ___ (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of December 1, 2002, among Salomon
Brothers Mortgage Securities VII, Inc. as depositor (the "Depositor"), Sovereign
Bank as master servicer (the "Master Servicer"), U.S. Bank National Association
as trustee (the "Trustee") and Citibank, N.A. as trust administrator (the "Trust
Administrator"). Capitalized terms used herein and not otherwise defined shall
have the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee, the Trust Administrator and the Master Servicer that the
Certificates (i) are not being acquired by, and will not be transferred to, any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or other
retirement arrangement, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
Code of 1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being
acquired with "plan assets" of a Plan within the meaning of the Department of
Labor ("DOL") regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation at 29 C.F.R. ss. 2510.3-101.






                                       G-1

<PAGE>



                                                Very truly yours,

                                                _______________________________

                                                By:____________________________
                                                Name:
                                                Title:





                                       G-2

<PAGE>



                                   EXHIBIT H-1

       FORM CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER WITH FORM
                                      10-K

          Re:  Salomon Brothers Mortgage Securities VII Inc. Sovereign Bank
               Mortgage Loan Trust, Series 2002-1, Variable-Rate Mortgage
               Pass-Through Certificates
               -------------------------------------------------------------

          I, _________________________, certify that:

          1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containing distribution and servicing reports filed in respect of
periods included in the year covered by this annual report, of Salomon Brothers
Mortgage Securities VII Inc. with respect to Sovereign Bank Loan Trust, Series
2002-1 (the "Registrant");

          2. Based on my knowledge, the information in these reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of the
last day of the period covered by this annual report;

          3. Based on my knowledge, the distribution information, and the
servicing information required to be provided to the Trustee by the Master
Servicer under the Pooling and Servicing Agreement, is included in these
reports;

          4. I am responsible for reviewing the activities performed by the
Master Servicer under the Pooling and Servicing Agreement and based upon the
review required under the Pooling and Servicing Agreement, and except as
disclosed in the report, the Master Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement; and

          5. I have disclosed to the Registrant's certified public accountants
all significant deficiencies relating to the Master Servicer's compliance with
the minimum servicing standards in accordance with a review conducted in
compliance with the Uniform Single Attestation Program for Mortgage Bankers or
similar standard as set forth in the Pooling and Servicing Agreement.

          Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated December 1, 2002
(the "Pooling and Servicing Agreement"), among the Registrant as Depositor,
Sovereign Bank as master servicer and U.S Bank National Association as trustee
and Citibank, N.A. as trust administrator.


                                       H-1

<PAGE>



                                   EXHIBIT H-2

       FORM OF CERTIFICATION TO BE PROVIDED TO THE MASTER SERVICER BY THE
                               TRUST ADMINISTRATOR

Sovereign Bank
1130 Berkshire Boulevard
Wyomissing, PA 19610

          Re:  Salomon Brothers Mortgage Securities VII Inc. Sovereign Bank
               Mortgage Loan Trust, Series 2002-1, Variable-Rate Mortgage
               Pass-Through Certificates

          Reference is made to the Pooling and Servicing Agreement, dated as of
December 1, 2002, among Salomon Brothers Mortgage Securities VII, Inc. as
Depositor, Sovereign Bank as Master Servicer, U.S. Bank National Association as
Trustee and Citibank, N.A. as Trust Administrator (the "Pooling and Servicing
Agreement"). The Trust Administrator, hereby certifies to the Master Servicer,
and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:

          (i) The Trust Administrator has reviewed the annual report on Form
10-K for the fiscal year [ ], and all reports on Form 8-K containing
distribution reports filed in respect of periods included in the year covered by
that annual report, relating to the above-referenced trust;

          (ii) Based solely upon the information provided to us by the Master
Servicer, the information set forth in the reports referenced in (i) above does
not contain any untrue statement of material fact; and

          (iii) Based on my knowledge, the distribution information required to
be provided by the Trust Administrator under the Pooling and Servicing Agreement
is included in these reports.

Date:

                                        CITIBANK, N.A., as Trust Administrator


                                        By:____________________________
                                        Name:
                                        Title:



                                       H-2

<PAGE>


                                   Schedule 1
                                   ----------

                             MORTGAGE LOAN SCHEDULE

                                [FILED BY PAPER]





                                      S-1-1