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





                        FINANCIAL ASSET SECURITIES CORP.,
                                    Depositor


                         SAXON MORTGAGE SERVICES, INC.,
                                    Servicer


                                       and


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                                     Trustee




                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2002




                           ___________________________

                   First Franklin Mortgage Loan Trust 2002-FF4

                   Asset-Backed Certificates, Series 2002-FF4



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<PAGE>



                                TABLE OF CONTENTS

                                                                            Page


                                    ARTICLE I

                                   DEFINITIONS
SECTION 1.01.   Defined Terms..................................................3
SECTION 1.02.   Accounting....................................................42
SECTION 1.03.   Allocation of Certain Interest Shortfalls.....................42

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01.   Conveyance of Mortgage Loans..................................44
SECTION 2.02.   Acceptance by Trustee.........................................47
SECTION 2.03.   Repurchase or Substitution of Mortgage Loans by the Seller....48
SECTION 2.04.   Intentionally Omitted.........................................50
SECTION 2.05.   Representations, Warranties and Covenants of the Servicer.....51
SECTION 2.06.   Representations and Warranties of the Depositor...............53
SECTION 2.07.   Issuance of Certificates......................................54
SECTION 2.08.   [Reserved]....................................................54
SECTION 2.09.   Conveyance of REMIC 1 Regular Interests and Acceptance of
                REMIC 1 by the Trustee; Issuance of Certificates..............54

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS
SECTION 3.01.   Servicer to Act as Servicer...................................56
SECTION 3.02.   Sub-Servicing Agreements Between Servicer and Sub-Servicers...58
SECTION 3.03.   Successor Sub-Servicers.......................................59
SECTION 3.04.   Liability of the Servicer.....................................59
SECTION 3.05.   No Contractual Relationship Between Sub-Servicers and the
                Trustee or Certificateholders.................................59
SECTION 3.06.   Assumption or Termination of Sub-Servicing Agreements by
                Trustee.......................................................60
SECTION 3.07.   Collection of Certain Mortgage Loan Payments..................60
SECTION 3.08.   Sub-Servicing Accounts........................................61
SECTION 3.09.   Collection of Taxes, Assessments and Similar Items;
                Servicing Accounts............................................61
SECTION 3.10.   Collection Account and Distribution Account...................62
SECTION 3.11.   Withdrawals from the Collection Account and Distribution
                Account.......................................................65


                                        i

<PAGE>



SECTION 3.12.   Investment of Funds in the Collection Account, the
                Distribution Account and the Dividend Account.................67
SECTION 3.13.   [Reserved]....................................................68
SECTION 3.14.   Maintenance of Hazard Insurance and Errors and Omissions and
                Fidelity Coverage.............................................68
SECTION 3.15.   Enforcement of Due-On-Sale Clauses; Assumption Agreements.....69
SECTION 3.16.   Realization Upon Defaulted Mortgage Loans.....................70
SECTION 3.17.   Trustee to Cooperate; Release of Mortgage Files...............72
SECTION 3.18.   Servicing Compensation........................................73
SECTION 3.19.   Reports to the Trustee; Collection Account Statements.........74
SECTION 3.20.   Statement as to Compliance....................................74
SECTION 3.21.   Independent Public Accountants' Servicing Report..............75
SECTION 3.22.   Access to Certain Documentation; Filing of Reports by Trustee.75
SECTION 3.23.   Title, Management and Disposition of REO Property.............76
SECTION 3.24.   Obligations of the Servicer in Respect of Prepayment Interest
                Shortfalls....................................................79
SECTION 3.25.   [Reserved]....................................................79
SECTION 3.26.   Obligations of the Servicer in Respect of Mortgage Rates
                and Monthly Payments..........................................79
SECTION 3.27.   Solicitations.................................................79
SECTION 3.28.   Net WAC Rate Carryover Reserve Account........................80
SECTION 3.29.   Advance Facility..............................................81
SECTION 3.30.   PMI Policy; Claims Under the PMI Policy.......................82
SECTION 3.31.   Dividend Account..............................................82

                                   ARTICLE IV

                                  FLOW OF FUNDS
SECTION 4.01.   Distributions.................................................85
SECTION 4.02.   Reserved......................................................90
SECTION 4.03.   Statements....................................................90
SECTION 4.04.   Remittance Reports; Advances..................................93
SECTION 4.05.   [Reserved]....................................................95
SECTION 4.06.   [Reserved]....................................................95
SECTION 4.07.   Distributions on the REMIC Regular Interests..................95
SECTION 4.08.   Allocation of Realized Losses.................................96

                                    ARTICLE V

                                THE CERTIFICATES
SECTION 5.01.   The Certificates..............................................98
SECTION 5.02.   Registration of Transfer and Exchange of Certificates.........98
SECTION 5.03.   Mutilated, Destroyed, Lost or Stolen Certificates............103
SECTION 5.04.   Persons Deemed Owners........................................104
SECTION 5.05.   Appointment of Paying Agent..................................104



                                       ii

<PAGE>



                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR
SECTION 6.01.   Liability of the Servicer and the Depositor..................105
SECTION 6.02.   Merger or Consolidation of, or Assumption of the Obligations
                of, the Servicer or the Depositor............................105
SECTION 6.03.   Limitation on Liability of the Servicer and Others...........105
SECTION 6.04.   Servicer Not to Resign.......................................106
SECTION 6.05.   Delegation of Duties.........................................106
SECTION 6.06.   Reserved.....................................................107
SECTION 6.07.   Inspection...................................................107

                                   ARTICLE VII

                                     DEFAULT
SECTION 7.01.   Servicer Events of Termination...............................108
SECTION 7.02.   Trustee to Act; Appointment of Successor.....................109
SECTION 7.03.   Waiver of Defaults...........................................110
SECTION 7.04.   Notification to Certificateholders...........................111
SECTION 7.05.   Survivability of Servicer Liabilities........................111

                                  ARTICLE VIII

                                   THE TRUSTEE
SECTION 8.01.   Duties of Trustee............................................112
SECTION 8.02.   Certain Matters Affecting the Trustee........................113
SECTION 8.03.   Trustee Not Liable for Certificates or Mortgage Loans........114
SECTION 8.04.   Trustee May Own Certificates.................................115
SECTION 8.05.   Trustee Fee and Expenses.....................................115
SECTION 8.06.   Eligibility Requirements for Trustee.........................116
SECTION 8.07.   Resignation or Removal of Trustee............................116
SECTION 8.08.   Successor Trustee............................................117
SECTION 8.09.   Merger or Consolidation of Trustee...........................117
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee................117
SECTION 8.11.   Limitation of Liability......................................119
SECTION 8.12.   Trustee May Enforce Claims Without Possession of
                Certificates.................................................119
SECTION 8.13.   Suits for Enforcement........................................119
SECTION 8.14.   Waiver of Bond Requirement...................................120
SECTION 8.15.   Waiver of Inventory, Accounting and Appraisal Requirement....120

                                   ARTICLE IX

                              REMIC ADMINISTRATION
SECTION 9.01.   REMIC Administration.........................................121
SECTION 9.02.   Prohibited Transactions and Activities.......................123


                                       iii

<PAGE>



SECTION 9.03.   Indemnification with Respect to Certain Taxes and Loss of
                REMIC Status.................................................123

                                    ARTICLE X

                                   TERMINATION
SECTION 10.01. Termination...................................................125
SECTION 10.02.  Additional Termination Requirements..........................126

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.....................................................128
SECTION 11.02.  Recordation of Agreement; Counterparts.......................129
SECTION 11.03.  Limitation on Rights of Certificateholders...................129
SECTION 11.04.  Governing Law; Jurisdiction..................................130
SECTION 11.05.  Notices......................................................130
SECTION 11.06.  Severability of Provisions...................................131
SECTION 11.07.  Article and Section References...............................131
SECTION 11.08.  Notice to the Rating Agencies................................131
SECTION 11.09.  Further Assurances...........................................132
SECTION 11.10.  Benefits of Agreement........................................132
SECTION 11.11   Acts of Certificateholders...................................132



                                       iv

<PAGE>



EXHIBITS:

Exhibit A-1     Form of Class I-A1 Certificates
Exhibit A-2     Form of Class I-A2 Certificates
Exhibit A-3     Form of Class II-A1 Certificates
Exhibit A-4     Form of Class II-A2 Certificates
Exhibit A-5     Form of Class M-1 Certificates
Exhibit A-6     Form of Class M-2 Certificates
Exhibit A-7     Form of Class M-3 Certificates
Exhibit A-8     Form of Class C Certificates
Exhibit A-9     Form of Class P Certificates
Exhibit A-10    Form of Class R Certificates
Exhibit A-11    Form of Dividend Account Certificate
Exhibit B       [Reserved]
Exhibit C       Form of Mortgage Loan Purchase Agreement
Exhibit D       Mortgage Loan Schedule
Exhibit E       Request for Release
Exhibit F-1     Form of Trustee's Initial Certification
Exhibit F-2     Form of Trustee's Final Certification
Exhibit F-3     Form of Receipt of Mortgage Note
Exhibit G       [Reserved]
Exhibit H       Form of Lost Note Affidavit
Exhibit I       Form of Limited Power of Attorney
Exhibit J       Form of Investment Letter
Exhibit K       Form of Transfer Affidavit for Residual Certificates
Exhibit L       Form of Transferor Certificate
Exhibit M       Form of ERISA Representation Letter
Exhibit N-1     Form of Certification to Be Provided by the Depositor with
                Form 10-K
Exhibit N-2     Form of Certification to Be Provided to Depositor by the Trustee
Exhibit N-3     Form of Certification to Be Provided to Depositor by the
                Servicer
Exhibit O       Form of Cap Contracts
Exhibit P       Form of Addition Notice
Exhibit Q       Form of Subsequent Transfer Instrument
Exhibit R       Form of Credit Risk Management Agreement

Schedule I      Prepayment Charge Schedule
Schedule II     PMI Mortgage Loans


                                        v

<PAGE>



          This Pooling and Servicing Agreement is dated as of December 1, 2002
(the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
"Depositor"), SAXON MORTGAGE SERVICES, INC., as servicer (the "Servicer") and
WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT:

          The Depositor intends to sell pass-through certificates (collectively,
the "Certificates"), to be issued hereunder in multiple classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of ten classes of
certificates, designated as (i) the Class I-A1 Certificates, (ii) the Class I-A2
Certificates, (iii) the Class II-A1 Certificates, (iv) the Class II-A2
Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates,
(vii) the Class M-3 Certificates, (viii) the Class P Certificates, (ix) the
Class C Certificates and (x) the Class R Certificates.

                                     REMIC 1
                                     -------

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Group I Mortgage Loans, the Group II
Mortgage Loans and certain other related assets subject to this Agreement
(exclusive of the Pre-Funding Accounts, the Net WAC Rate Carryover Reserve
Account, the Dividend Account, the Auction Proceeds Account, the Swap Proceeds
Account, any Servicer Prepayment Charge Payment Amounts and any Subsequent
Mortgage Loan Interest) as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC 1." The Class R-1 Interest will represent the sole class of
"residual interests" in REMIC 1 for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table irrevocably sets forth
the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial
Uncertificated 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 1 Regular Interests. None of the REMIC 1 Regular Interests
will be certificated.



             Uncertificated REMIC 1   Initial Uncertificated     Assumed Final
Designation     Pass-Through Rate        Principal Balance      Maturity Date(1)
-----------  ----------------------   ----------------------    ----------------
    LTA            Variable(2)            $441,435,729.42       January 25, 2033
    LTB            Variable(2)            $146,543,170.58       January 25, 2033
    LTC            Variable(2)            $382,907,479.33       January 25, 2033
    LTD            Variable(2)            $127,113,520.67       January 25, 2033
    LTP            Variable(2)            $        100.00       January 25, 2033
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest possible maturity date
     has been designated as the "latest possible maturity date" for each REMIC 1
     Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 1
     Pass-Through Rate" herein.



<PAGE>



                                     REMIC 2
                                     -------

          As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC 2." The Class R-2 Interest will represent the sole class of
"residual interests" in REMIC 2 for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The following table irrevocably sets forth
the designation, the Uncertificated REMIC 2 Pass-Through Rate, the initial
Uncertificated Principal Balance, and solely for purposes of satisfying Treasury
regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for
each of the REMIC 2 Regular Interests. None of the REMIC 2 Regular Interests
will be certificated.


               Uncertificated REMIC 2   Initial Uncertificated   Assumed Final
Designation       Pass-Through Rate        Principal Balance    Maturity Date(1)
-----------    ----------------------   ----------------------  ----------------
   LTAA              Variable(2)          $1,076,039,902.00     January 25, 2033
   LTA1              Variable(2)          $      482,900.00     January 25, 2033
   LTA2              Variable(2)          $    5,000,000.00     January 25, 2033
   LTA3              Variable(2)          $      470,000.00     January 25, 2033
   LTA4              Variable(2)          $    4,285,950.00     January 25, 2033
   LTM1              Variable(2)          $      301,950.00     January 25, 2033
   LTM2              Variable(2)          $      247,050.00     January 25, 2033
   LTM3              Variable(2)          $      164,700.00     January 25, 2033
   LTZZ              Variable(2)          $   11,007,448.00     January 25, 2033
    LTP              Variable(2)          $          100.00     January 25, 2033
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest possible maturity date
     has been designated as the "latest possible maturity date" for each REMIC 1
     Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 2
     Pass-Through Rate" herein.



                                        2

<PAGE>



                                     REMIC 3
                                     -------

          As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the REMIC 2 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC 3." The Class R-3 Interest represents the sole class of
"residual interests" in REMIC 3 for purposes of the REMIC Provisions.

          The following table sets forth (or describes) the Class designation,
Pass-Through Rate and Original Class Certificate Principal Balance for each
Class of Certificates that represents one or more of the "regular interests" in
REMIC 3 created hereunder:


                    Original Class Certificate  Pass-Through    Assumed Final
Class Designation        Principal Balance          Rate       Maturity Date(1)
------------------  --------------------------  ------------   ----------------
Class I-A1........    $ 48,290,000.00           Variable(2)    January 25, 2033
Class I-A2........    $500,000,000.00           Variable(2)    January 25, 2033
Class II-A1.......    $ 47,000,000.00           Variable(2)    January 25, 2033
Class II-A2.......    $428,595,000.00           Variable(2)    January 25, 2033
Class M-1.........    $ 30,195,000.00           Variable(2)    January 25, 2033
Class M-2.........    $ 24,705,000.00           Variable(2)    January 25, 2033
Class M-3.........    $ 16,470,000.00           Variable(2)    January 25, 2033
Class C...........    $  2,744,900.00(3)        Variable(2)    January 25, 2033
Class P...........    $        100.00              N/A(4)      January 25, 2033]
________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date in the month immediately following the
     maturity date for the Mortgage Loan with the latest maturity date has been
     designated as the "latest possible maturity date" for each Class of
     Certificates that represents one or more of the "regular interests" in
     REMIC 3.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class C Certificates will accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class C Certificates
     outstanding from time to time which shall equal the aggregate of the
     Uncertificated Principal Balances of the REMIC 2 Regular Interests. The
     Class C Certificates will not accrue interest on its Certificate Principal
     Balance. The Class C Certificates will also be entitled to the Subsequent
     Mortgage Loan Interest, as a right with respect to a component of the Class
     C Certificates that will not be treated as a REMIC regular interest but
     rather as separate interest strips from the Subsequent Mortgage Loans for a
     specified period of time.
(4)  The Class P Certificates will not accrue interest.


                                        3

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

          SECTION 1.01. Defined Terms.

          Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Unless otherwise specified, all
calculations in respect of interest on the Class A Certificates and the
Mezzanine Certificates shall be made on the basis of the actual number of days
elapsed and a 360-day year and all other calculations of interest described
herein shall be made on the basis of a 360-day year consisting of twelve 30-day
months. The Class P Certificates and the Residual Certificates are not entitled
to distributions in respect of interest and, accordingly, will not accrue
interest.

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

          "Account": Either of the Collection Account and Distribution Account.

          "Accrual Period": With respect to the Class I-A1 Certificates, the
Class II-A1 Certificates and the Mezzanine Certificates and each Distribution
Date, the period commencing on the preceding Distribution Date (or in the case
of the first such Accrual Period, commencing on the Closing Date) and ending on
the day preceding such Distribution Date. With respect to the Class I-A2
Certificates, the Class II-A2 Certificates and the Class C Certificates and each
Distribution Date, the calendar month prior to the month of such Distribution
Date.

          "Addition Notice": With respect to the transfer of Subsequent Mortgage
Loans to the Trust Fund pursuant to Section 2.08, a notice of the Depositor's
designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and
the aggregate principal balance of such Subsequent Mortgage Loans as of the
Subsequent Cut-off Date. The Addition Notice shall be given not later than three
Business Days prior to the related Subsequent Transfer Date and shall be
substantially in the form attached hereto as Exhibit P.

          "Adjustable-Rate Mortgage Loan": A first lien Mortgage Loan which
provides at any period during the life of such loan for the adjustment of the
Mortgage Rate payable in respect thereto. The Adjustable Rate Mortgage Loans are
identified as such on the Mortgage Loan Schedule.

          "Adjusted Net Maximum Mortgage Rate": With respect to any Mortgage
Loan (or the related REO Property), as of any date of determination, a per annum
rate of interest equal to the applicable Maximum Mortgage Rate for such Mortgage
Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of
the first day of the month preceding the month in which the related Distribution
Date occurs minus the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee
Rate, (iii) the PMI Insurer Fee Rate, if applicable, (iv) the Dividend Rate, if
applicable and (v) the Credit Risk Manager Fee Rate.



                                        4

<PAGE>



          "Adjusted Net Mortgage Rate": With respect to any Mortgage Loan (or
the related REO Property), as of any date of determination, a per annum rate of
interest equal to the applicable Mortgage Rate for such Mortgage Loan as of the
first day of the month preceding the month in which the related Distribution
Date occurs minus the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee
Rate, (iii) the PMI Insurer Fee Rate, if applicable, (iv) the Dividend Rate, if
applicable and (v) the Credit Risk Manager Fee Rate.

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

          "Advance": As to any Mortgage Loan or REO Property, any advance made
by the Servicer in respect of any Distribution Date pursuant to Section 4.04.

          "Advancing Person": As defined in Section 3.29 hereof.

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

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

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

          "Allocated Realized Loss Amount": With respect to any Distribution
Date and any Class of Mezzanine Certificates, the sum of (i) any Realized Losses
allocated to such Class of Certificates on such Distribution Date and (ii) the
amount of any Allocated Realized Loss Amounts for such Class of Certificates
remaining unpaid from the previous Distribution Date.

          "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form, which is sufficient under the laws of
the jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.

          "Assumed Final Maturity Date": As to each Class of Certificates, the
date set forth as such in the Preliminary Statement.

          "Auction Administrator": The meaning given to such term in Section
3.32(a).

          "Auction Administration Agreement": The Auction Administration
Agreement, dated as of December 30, 2002, between Greenwich Capital Derivatives,
Inc. and the Auction Administrator.



                                        5

<PAGE>



          "Auction Proceeds Account:" The account created and maintained by the
Auction Administrator pursuant to the Auction Administration Agreement for
purposes of receiving and holding uninvested any proceeds from the auction. The
Auction Proceeds Account will be an "outside reserve fund" within the meaning of
Treasury regulation Section 1.860G-2(h). The Auction Proceeds Account is not an
asset of any REMIC. Ownership of the Auction Proceeds Account is provided for in
the Auction Administration Agreement.

          "Available Funds": With respect to any Distribution Date, an amount
equal to the excess of (i) the sum of (a) the aggregate of the related Monthly
Payments received on the Mortgage Loans on or prior to the related Determination
Date (net of the Dividend Portion of such Monthly Payment in the case of each
Dividend Mortgage Loan), (b) Net Liquidation Proceeds, Insurance Proceeds,
Principal Prepayments, proceeds from repurchases of and substitutions for such
Mortgage Loans and other unscheduled recoveries of principal and interest in
respect of the Mortgage Loans received during the related Prepayment Period, (c)
the aggregate of any amounts received in respect of a related REO Property
withdrawn from any REO Account and deposited in the Collection Account for such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account by the Servicer in respect of related Prepayment Interest Shortfalls for
such Distribution Date, (e) the aggregate of any Advances made by the Servicer
for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
of any related advances made by the Trustee in respect of the Mortgage Loans for
such Distribution Date pursuant to Section 7.02, (g) the amount of any
Prepayment Charges collected by the Servicer in connection with the full or
partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
Charge Payment Amount and (h) with respect to the Distribution Date immediately
following the end of the Funding Period, any amounts in the Pre-Funding Accounts
(exclusive of investment income) after giving effect to any purchase of
Subsequent Mortgage Loans over (ii) the sum of (a) amounts reimbursable or
payable to the Servicer pursuant to Section 3.11(a) or the Trustee pursuant to
Section 3.11(b), (b) amounts deposited in the Collection Account or the
Distribution Account pursuant to clauses (a) through (g) above, as the case may
be, in error, (c) the amount of any Prepayment Charges collected by the Servicer
in connection with the full or partial prepayment of any of the Mortgage Loans
and any Servicer Prepayment Charge Payment Amount, (d) the Trustee Fee payable
from the Distribution Account pursuant to Section 8.05, (e) the PMI Insurer Fee
and the Credit Risk Manager Fee payable from the Distribution Account and (f)
any indemnification payments or expense reimbursements made by the Trust Fund
pursuant to Section 8.05.

          "Balloon Mortgage Loan": A Mortgage Loan that provides for the payment
of the unamortized principal balance of such Mortgage Loan in a single payment
at the maturity of such Mortgage Loan that is substantially greater than the
preceding monthly payment.

          "Balloon Payment": A payment of the unamortized principal balance of a
Mortgage Loan in a single payment at the maturity of such Mortgage Loan that is
substantially greater than the preceding Monthly Payment.

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



                                        6

<PAGE>



          "Base Rate": For any Distribution Date and the Class I-A1
Certificates, the Class II- A1 Certificates and the Mezzanine Certificates, the
sum of (i) LIBOR plus (ii) the related Certificate Margin. For the first 24
Distribution Dates and the Class I-A2 Certificates and the Class II-A2
Certificates, 2.80% per annum and for each Distribution Date thereafter, the sum
of (i) LIBOR plus (ii) the related Certificate Margin.

          "Book-Entry Certificates": Any of the Certificates that shall be
registered in the name of the Depository or its nominee, the ownership of which
is reflected on the books of the Depository or on the books of a Person
maintaining an account with the Depository (directly, as a "Depository
Participant", or indirectly, as an indirect participant in accordance with the
rules of the Depository and as described in Section 5.02 hereof). On the Closing
Date, the Class A Certificates and the Mezzanine Certificates shall be
Book-Entry Certificates.

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

          "Cap Contracts": The cap contracts between Greenwich Capital
Derivatives, Inc. and the counterparty thereunder, assigned to the Trustee
pursuant to Section 2.01, forms of which are attached hereto as Exhibit O.

          "Certificate": Any Regular Certificate or Residual Certificate.

          "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, except that a
Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual
Certificate for any purpose hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Voting Rights to which it is entitled shall not be taken
into account in determining whether the requisite percentage of Voting Rights
necessary to effect any such consent has been obtained, except as otherwise
provided in Section 11.01. The Trustee may conclusively rely upon a certificate
of the Depositor or the Servicer in determining whether a Certificate is held by
an Affiliate thereof. All references herein to "Holders" or "Certificateholders"
shall reflect the rights of Certificate Owners as they may indirectly exercise
such rights through the Depository and participating members thereof, except as
otherwise specified herein; provided, however, that the Trustee shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

          "Certificate Margin": With respect to the Class I-A1 Certificates on
any Distribution Date, 0.13% per annum. With respect to the Class I-A2
Certificates on each Distribution Date (following the 24th Distribution Date)
(A) on or prior to the Optional Termination Date, 0.75% per annum and (B) after
the Optional Termination Date, 1.125% per annum. With respect to the Class II-A1
Certificates on any Distribution Date, 0.13% per annum. With respect to the
Class II-A2 Certificates on each Distribution Date (following the 24th
Distribution Date) (A) on or prior to the


                                        7

<PAGE>



Optional Termination Date, 0.75% per annum and (B) after the Optional
Termination Date, 1.125% per annum. With respect to the Class M-1 Certificates
on each Distribution Date (A) on or prior to the Optional Termination Date,
1.05% per annum and (B) after the Optional Termination Date, 1.575% per annum.
With respect to the Class M-2 Certificates on each Distribution Date (A) on or
prior to the Optional Termination Date, 2.05% per annum and (B) after the
Optional Termination Date, 3.075% per annum. With respect to the Class M-3
Certificates on each Distribution Date (A) on or prior to the Optional
Termination Date, 2.75% per annum and (B) after the Optional Termination Date,
4.125% per annum.

          "Certificate Owner": With respect to each Book-Entry Certificate, any
beneficial owner thereof.

          "Certificate Principal Balance": With respect to any Class of Regular
Certificates (other than the Class C Certificates) immediately prior to any
Distribution Date, will be equal to the Initial Certificate Principal Balance
thereof reduced by the sum of all amounts actually distributed in respect of
principal of such Class and, in the case of a Mezzanine Certificate, Realized
Losses allocated thereto on all prior Distribution Dates. With respect to the
Class C Certificates as of any date of determination, an amount equal to the
excess, if any, of (A) the then aggregate Uncertificated Principal Balances of
the REMIC 2 Regular Interests over (B) the then aggregate Certificate Principal
Balances of the Class A Certificates, the Mezzanine Certificates and the Class P
Certificates then outstanding.

          "Certificate Register" and "Certificate Registrar": The register
maintained and registrar appointed pursuant to Section 5.02 hereof.

          "Class": Collectively, Certificates which have the same priority of
payment and bear the same class designation and the form of which is identical
except for variation in the Percentage Interest evidenced thereby.

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

          "Class A Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Class I-A Principal Distribution Amount
and (ii) the Class II-A Principal Distribution Amount.

          "Class C Certificates": Any one of the Class C Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-6, representing the right
to distributions as set forth herein and therein and evidencing a regular
interest in REMIC 3.

          "Class I-A1 Certificate": Any one of the Class I-A1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-1, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.



                                        8

<PAGE>



          "Class I-A2 Certificate": Any one of the Class I-A2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

          "Class I-A Principal Distribution Amount": The excess of (x) the
aggregate Certificate Principal Balance of the Class I-A1 Certificates and the
Class I-A2 Certificates immediately prior to such Distribution Date over (y) the
lesser of (A) the product of (i) 86.50% and (ii) the aggregate Stated Principal
Balance of the Group I Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) and (B)
the aggregate Stated Principal Balance of the Group I Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) minus the related Overcollateralization Floor.

          "Class II-A1 Certificate": Any one of the Class II-A1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-3, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

          "Class II-A2 Certificate": Any one of the Class II-A2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-4, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

          "Class II-A Principal Distribution Amount": The excess of (x) the
aggregate Certificate Principal Balance of the Class II-A1 Certificates and the
Class II-A2 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 86.50% and (ii) the aggregate Stated
Principal Balance of the Group II Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus the related Overcollateralization Floor.

          "Class M-1 Certificate": Any one of the Class M-1 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-5, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

          "Class M-1 Principal Distribution Amount": The excess of (x) the sum
of (i) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the


                                        9

<PAGE>



payment of the Class A Principal Distribution Amount on such Distribution Date)
and (ii) the Certificate Principal Balance of the Class M-1 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 92.00% and (ii) the Stated Principal Balance of the Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) and (B) the aggregate Stated Principal Balance of
the Mortgage Loans as of the last day of the related Due Period (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) minus the related
Overcollateralization Floor.

          "Class M-2 Certificate": Any one of the Class M-2 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-6, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

          "Class M-2 Principal Distribution Amount": The excess of (x) the sum
of (i) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date) and (iii) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 96.50% and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

          "Class M-3 Certificate": Any one of the Class M-3 Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-7, representing
the right to distributions as set forth herein and therein and evidencing a
regular interest in REMIC 3.

          "Class M-3 Principal Distribution Amount": The excess of (x) the sum
of (i) the aggregate Certificate Principal Balance of the Class A Certificates
(after taking into account the payment of the Class A Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1 Certificates (after taking into account the payment of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates (after taking into account the
payment of the Class M-2 Principal Distribution Amount on such Distribution
Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 99.50% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due


                                       10

<PAGE>



during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) minus the related Overcollateralization Floor.

          "Class P Certificate": Any one of the Class P Certificates executed by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-9, representing the right
to distributions as set forth herein and therein and evidencing a regular
interest in REMIC 3.

          "Class R Certificate": The Class R Certificate executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-11 and evidencing the
ownership of the Class R-1 Interest and the Class R-2 Interest.

          "Class R Interest": The Class R-1 Interest, the Class R-2 Interest and
the Class R-3 Interest.

          "Class R-1 Interest": The uncertificated Residual Interest in REMIC 1.

          "Class R-2 Interest": The uncertificated Residual Interest in REMIC 2.

          "Class R-3 Interest": The uncertificated Residual Interest in REMIC 3.

          "Close of Business": As used herein, with respect to any Business Day,
5:00 p.m. (New York time).

          "Closing Date": December 30, 2002.

          "Code": The Internal Revenue Code of 1986.

          "Collection Account": The account or accounts created and maintained
by the Servicer pursuant to Section 3.10(a), which shall be entitled "Wells
Fargo Bank Minnesota, National Association, as Trustee, in trust for registered
Holders of First Franklin Mortgage Loan Trust 2002- FF4, Asset-Backed
Certificates, Series 2002-FF4" which must be an Eligible Account.

          "Compensating Interest": As defined in Section 3.24 hereof.

          "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at (i) for Certificate transfer
purposes, Sixth and Marquette, Minneapolis, Minnesota 55479-0113, Attention:
First Franklin Series 2002-FF4 and (ii) for all other purposes, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: First Franklin Series
2002-FF4, or at such other address as the Trustee


                                       11

<PAGE>



may designate from time to time by notice to the Certificateholders, the
Depositor, the Servicer and the Seller.

          "Corresponding Certificate": With respect to (i) REMIC 2 Regular
Interest LTA1, (ii) REMIC 2 Regular Interest LTA2, (iii) REMIC 2 Regular
Interest LTA3, (iv) REMIC 2 Regular Interest LTA4, (v) REMIC 1 Regular Interest
LTM1, (vi) REMIC 1 Regular Interest LTM2, (vii) REMIC 1 Regular Interest LTM3
and (viii) REMIC 1 Regular Interest LTP, (i) the Class I-A1 Certificates, (ii)
the Class I-A2 Certificates, (iii) the Class II-A1 Certificates, (iv) the Class
II-A2 Certificates, (v) the Class M-1 Certificates, (vi) Class M-2 Certificates,
(vii) Class M-3 Certificates and (viii) Class P Certificates, respectively.

          "Credit Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balances of the Mezzanine Certificates and the
Class C Certificates, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans and any amounts remaining in the
Pre-Funding Accounts, calculated prior to taking into account payments of
principal on the Mortgage Loans and distribution of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount to the
Holders of the Certificates then entitled to distributions of principal on such
Distribution Date.

          "Credit Risk Management Agreement": The agreement between the Servicer
and the Credit Risk Manager, regarding the loss mitigation and advisory services
to be provided by the Credit Risk Manager, substantially in the form attached
hereto as Exhibit R.

          "Credit Risk Manager": The Murrayhill Company, a Colorado corporation,
and its successors and assigns.

          "Credit Risk Manager Fee": The amount payable to the Credit Risk
Manager on each Distribution Date as compensation for all services rendered by
it in the exercise and performance of any of the powers and duties of the Credit
Risk Manager under the Credit Risk Management Agreement, which amount shall
equal one twelfth of the product of (i) the Credit Risk Manager Fee Rate and
(ii) the aggregate Stated Principal Balance of the Mortgage Loans and any
related REO Properties as of the first day of the related Due Period.

          "Credit Risk Manager Fee Rate": 0.017% per annum.

          "Cumulative Loss Percentage": With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the last day of the
preceding calendar month and the denominator of which is the sum of (i) the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date
and (ii) the Original Pre-Funded Amounts.

          "Custodian": Wells Fargo Bank Minnesota, National Association, as
custodian of the Mortgage Files, or any successor thereto.



                                       12

<PAGE>



          "Cut-off Date": With respect to each Initial Mortgage Loan, the later
of (i) the date of origination of such Mortgage Loan or (ii) December 1, 2002.

          "Cut-off Date Principal Balance": With respect to any Mortgage Loan,
the unpaid principal balance thereof as of the Cut-off Date of such Mortgage
Loan (or as of the applicable date of substitution with respect to a Qualified
Substitute Mortgage Loan), after giving effect to scheduled payments due on or
before the Cut-off Date, whether or not received.

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

          "Definitive Certificates": As defined in Section 5.02(c) hereof.

          "Deleted Mortgage Loan": A Mortgage Loan replaced or to be replaced by
one or more Qualified Substitute Mortgage Loans.

          "Delinquency Percentage": For any Distribution Date, the percentage
obtained by dividing (x) the aggregate Principal Balance of Mortgage Loans
Delinquent 60 days or more by (y) the aggregate Principal Balance of the
Mortgage Loans, in each case, as of the last day of the previous calendar month.

          "Delinquent": With respect to any Mortgage Loan and related Monthly
Payment, the Monthly Payment due on a Due Date which is not made by the Close of
Business on the next scheduled Due Date for such Mortgage Loan. For example, a
Mortgage Loan is 60 or more days Delinquent if the Monthly Payment due on a Due
Date is not made by the Close of Business on the second scheduled Due Date after
such Due Date.

          "Depositor": Financial Asset Securities Corp., a Delaware corporation,
or any successor in interest.

          "Depository": The initial Depository shall be The Depository Trust
Company, whose nominee is Cede & Co., or any other organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended. The Depository shall initially be the registered Holder of the
Book-Entry Certificates. 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. Upon request, the Depository may also be Clearstream
Banking Luxembourg and the Euroclear System.



                                       13

<PAGE>



          "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 any 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 the REMIC other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer on
behalf of the Trustee) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the 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": A "disqualified organization" under
Section 860E of the Code, which as of the Closing Date is any of: (i) the United
States, any state or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of any of the
foregoing, (ii) any organization (other than a cooperative described in Section
521 of the Code) which 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, (iii) any organization described in Section 1381(a)(2)(C) of the Code,
(iv) an "electing large partnership" within the meaning of Section 775 of the
Code or (v) any other Person so designated by the Trustee based upon an Opinion
of Counsel provided by nationally recognized counsel to the Trustee that the
holding of an ownership interest in a Residual Certificate by such Person may
cause any REMIC formed hereunder or any Person having an ownership interest in
any Class of Certificates (other than such Person) to incur liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the transfer of an ownership interest in the Residual Certificate to such
Person. A corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof, if all of its
activities are subject to tax and, a majority of its board of directors is not
selected by a governmental unit. The term "United States", "state" and
"international organizations" shall have the meanings set forth in Section 7701
of the Code.

          "Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled
"Distribution Account, Wells Fargo Bank Minnesota, National Association, as
Trustee, in trust for the registered Certificateholders of First Franklin
Mortgage Loan Trust 2002-FF4, Asset-Backed Certificates, Series 2002-FF4" and
which must be an Eligible Account.

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



                                       14

<PAGE>



          "Dividend Account": The trust account or accounts created and
maintained by the Servicer pursuant to Section 3.31 which shall be entitled
"Dividend Account, Wells Fargo Bank Minnesota, National Association, as Trustee,
in trust for the registered holder of the First Franklin Mortgage Loan Trust
2002-FF4, Dividend Account Certificate" and which must be an Eligible Account.

          "Dividend Account Certificate": A definitive physical certificate
issued pursuant to Section 3.31 and evidencing all of the right, title and
interest in and to any amounts that may be released from the Dividend Account
pursuant to Section 3.31, other than any amounts released from the Dividend
Account for payment to Mortgagors under Dividend Mortgage Loans.

          "Dividend Mortgage Loan": Each Mortgage Loan identified as such on the
Mortgage Loan Schedule and which contains a provision entitling the Mortgagor
thereunder to annual refunds, at the end of each of the first four years of the
life of such Mortgage Loan, of a portion of the interest paid by such mortgagor
during the preceding twelve months, if the conditions precedent to the
entitlement to such refund as specified in the related Mortgage Note have been
met.

          "Dividend Portion": With respect to each Dividend Mortgage Loan and
each Monthly Payment due thereunder during the first four years of the life of
such Mortgage Loan, an amount equal to interest at the Dividend Rate on the same
principal balance and for the same accrual period as is applicable to the
calculation of the interest portion of such Monthly Payment.

          "Dividend Rate": With respect to each Dividend Mortgage Loan and each
Monthly Payment due thereunder during the first four years of the life of such
Mortgage Loan, the dividend rate specified in the related Mortgage Note
applicable to the calculation of the Dividend Portion of such Monthly Payment to
be refunded to the related Mortgagor if the conditions precedent to the
entitlement to such refund as specified in the related Mortgage Note have been
met.

          "Due Date": With respect to each Mortgage Loan and any Distribution
Date, the first day of the calendar month in which such Distribution Date occurs
on which the Monthly Payment for such Mortgage Loan was due (or, in the case of
any Mortgage Loan under the terms of which the Monthly Payment for such Mortgage
Loan was due on a day other than the first day of the calendar month in which
such Distribution Date occurs, the day during the related Due Period on which
such Monthly Payment was due), exclusive of any days of grace.

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

          "Eligible Account": Any of (i) an account or accounts maintained with
a federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding company) are
rated A-1+ by S&P and P-1 by Moody's (or comparable ratings if S&P and Moody's
are not the Rating Agencies) at the time any amounts are held on deposit
therein, (ii) an account or accounts the deposits in which are fully insured by
the FDIC (to the limits established by such corporation), the


                                       15

<PAGE>



uninsured deposits in which account are otherwise secured such that, as
evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating
Agency, the Certificateholders will have a claim with respect to the funds in
such account or a perfected first priority security interest against such
collateral (which shall be limited to Permitted Investments) securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, (iii) a trust
account or accounts maintained with the trust department of a federal or state
chartered depository institution, national banking association or trust company
acting in its fiduciary capacity or (iv) an account otherwise acceptable to each
Rating Agency without reduction or withdrawal of their then current ratings of
the Certificates as evidenced by a letter from each Rating Agency to the
Trustee. Eligible Accounts may bear interest.

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

          "Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, fire and hazard insurance premiums and other payments
required to be escrowed by the Mortgagor with the mortgagee pursuant to any
Mortgage Loan.

          "Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date,
assuming that 100% of the Principal Remittance Amount is applied as a principal
payment on such Distribution Date over (ii) the Overcollateralization Target
Amount for such Distribution Date.

          "Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount
payable on the Class C Certificates on such Distribution Date as reduced by
Realized Losses allocated thereto with respect to such Distribution Date
pursuant to Section 4.08 and (y) the Overcollateralization Deficiency Amount for
such Distribution Date.

          "Fannie Mae": 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 or the Servicer pursuant to or as contemplated by Section 2.03 or
10.01), a determination made by the Servicer that all Insurance Proceeds,
Liquidation Proceeds and other payments or recoveries which the Servicer, in its
reasonable good faith judgment, expects to be finally recoverable in respect
thereof have been so recovered. The Servicer shall maintain records, prepared by
a Servicing Officer, of each Final Recovery Determination made thereby.

          "Fixed-Rate Mortgage Loan": A first lien Mortgage Loan which provides
for a fixed Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage
Loans are identified as such on the Mortgage Loan Schedule.



                                       16

<PAGE>



          "Formula Rate": For any Distribution Date and the Class A Certificates
and the Mezzanine Certificates, the lesser of (i) the Base Rate and (ii) the
Maximum Cap Rate.

          "Freddie Mac": The Federal Home Loan Mortgage Corporation, or any
successor thereto.

          "Funding Period": The period beginning on the Closing Date and ending
on the earlier to occur of the date upon which (a) the amount on deposit in the
Pre-Funding Accounts (exclusive of investment income) has been reduced to zero
or (b) February 15, 2003.

          "Gross Margin": With respect to each Adjustable-Rate 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 Allocation Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is (i) the
Group I Principal Remittance Amount for such Distribution Date, and the
denominator of which is (ii) the Principal Remittance Amount for such
Distribution Date.

          "Group I Basic Principal Distribution Amount": With respect to any
Distribution Date, the excess of (i) the Group I Principal Remittance Amount for
such Distribution Date over (ii) the product of (a) the Overcollateralization
Release Amount, if any, for such Distribution Date and (b) the Group I
Allocation Percentage.

          "Group I Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date
attributable to interest received or advanced with respect to the Group I
Mortgage Loans.

          "Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I with
a principal balance that conforms to Fannie Mae and Freddie Mac guidelines.

          "Group I Pre-Funding Account": The account established and maintained
pursuant to Section 4.05, as defined herein.

          "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group I Basic Principal Distribution
Amount for such Distribution Date and (ii) the product of (a) the Extra
Principal Distribution Amount for such Distribution Date and (b) the Group I
Allocation Percentage.

          "Group I Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected
or advanced on the Group I Mortgage Loans by the Servicer that were due during
the related Due Period, (ii) the principal portion of all partial and full
principal prepayments of the Group I Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion of all related
Net Liquidation Proceeds and Insurance Proceeds received during such Prepayment
Period with respect to the Group I Mortgage


                                       17

<PAGE>



Loans, (iv) that portion of the Purchase Price, representing principal of any
repurchased Group I Mortgage Loan, deposited to the Collection Account during
such Prepayment Period, (v) the principal portion of any related Substitution
Adjustments deposited in the Collection Account during such Prepayment Period
with respect to the Group I Mortgage Loans, (vi) on the Distribution Date on
which the Trust Fund is to be terminated pursuant to Section 10.01, that portion
of the Termination Price, in respect of principal on the Group I Mortgage Loans
and (vii) on the Distribution Date immediately following the end of the Funding
Period, any remaining amounts in the Group I Pre-Funding Account (exclusive of
investment income therein) after giving effect to any purchase of Subsequent
Group I Mortgage Loans.

          "Group II Allocation Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is (i) the
Group II Principal Remittance Amount for such Distribution Date, and the
denominator of which is (ii) the Principal Remittance Amount for such
Distribution Date.

          "Group II Basic Principal Distribution Amount": With respect to any
Distribution Date, the excess of (i) the Group II Principal Remittance Amount
for such Distribution Date over (ii) the product of (a) the
Overcollateralization Release Amount, if any, for such Distribution Date and (b)
the Group II Allocation Percentage.

          "Group II Interest Remittance Amount": With respect to any
Distribution Date, that portion of the Available Funds for such Distribution
Date attributable to interest received or advanced with respect to the Group II
Mortgage Loans.

          "Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group II
with a principal balance that may or may not conform to Fannie Mae and Freddie
Mac guidelines.

          "Group II Pre-Funding Account": The account established and maintained
pursuant to Section 4.05, as defined herein.

          "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Group II Basic Principal Distribution
Amount for such Distribution Date and (ii) the product of (a) the Extra
Principal Distribution Amount for such Distribution Date and (b) the Group II
Allocation Percentage.

          "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected
or advanced on the Group II Mortgage Loans by the Servicer that were due during
the related Due Period, (ii) the principal portion of all partial and full
principal prepayments of the Group II Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion of all related
Net Liquidation Proceeds and Insurance Proceeds received during such Prepayment
Period with respect to the Group II Mortgage Loans, (iv) that portion of the
Purchase Price, representing principal of any repurchased Group II Mortgage
Loan, deposited to the Collection Account during such Prepayment Period, (v) the
principal portion of any related Substitution Adjustments deposited in the
Collection Account during such Prepayment Period with respect to the Group II
Mortgage Loans, (vi) on the Distribution Date on which the Trust Fund is to be
terminated pursuant to Section 10.01, that portion of the


                                       18

<PAGE>



Termination Price, in respect of principal on the Group II Mortgage Loans and
(vii) on the Distribution Date immediately following the end of the Funding
Period, any remaining amounts in the Group II Pre-Funding Account (exclusive of
investment income therein) after giving effect to any purchase of Subsequent
Group II Mortgage Loans.

          "Independent": When used with respect to any specified Person, any
such Person who (a) is in fact independent of the Depositor, the Servicer and
their respective Affiliates, (b) does not have any direct financial interest in
or any material indirect financial interest in the Depositor or the Servicer or
any Affiliate thereof, and (c) is not connected with the Depositor or the
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 or the 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 Servicer or any Affiliate thereof, as the case may be.

          "Independent Contractor": Either (i) any Person (other than the
Servicer) that would be an "independent contractor" with respect to any of the
REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if
such REMIC 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
each such REMIC does not receive or derive any income from such Person and
provided that the relationship between such Person and such REMIC 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 Servicer) if the Trustee has 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 each Adjustable-Rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related
Mortgage Note.

          "Initial Certificate Principal Balance": With respect to any Regular
Certificate, the amount designated "Initial Certificate Principal Balance" on
the face thereof.

          "Initial Group I Mortgage Loan": Any of the Group I Mortgage Loans
included in the Trust Fund as of the Closing Date. The aggregate principal
balance of the Initial Group I Mortgage Loans as of the Cut-off Date is equal to
$441,435,829.42.

          "Initial Group II Mortgage Loan": Any of the Group II Mortgage Loans
included in the Trust Fund as of the Closing Date. The aggregate principal
balance of the Initial Group II Mortgage Loans as of the Cut-off Date is equal
to $382,907,479.33.

          "Initial Mortgage Loan": Any of the Initial Group I Mortgage Loans or
Initial Group II Mortgage Loans included in the Trust Fund as of the Closing
Date.


                                       19

<PAGE>



          "Insurance Proceeds": Proceeds of any title policy, hazard policy or
other insurance policy covering a Mortgage Loan (including the PMI Policy), to
the extent such proceeds are received by the Servicer and 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 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 Determination Date": With respect to the Class A
Certificates (other than the Class I-A2 Certificates and the Class II-A2
Certificates for each Distribution Date through and including December 2004) and
the Mezzanine Certificates and each Accrual Period, the second LIBOR Business
Day preceding the commencement of such Accrual Period.

          "Late Collections": With respect to any Mortgage Loan, all amounts
received subsequent to the Determination Date immediately following any related
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 on a
contractual basis for such Due Period and not previously recovered.

          "LIBOR": With respect to each Accrual Period, the rate determined by
the Trustee on the related Interest Determination Date on the basis of the
London interbank offered rate for one- month United States dollar deposits, as
such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on
such Interest Determination Date. If such rate does not appear on Telerate Page
3750, the rate for such Interest Determination Date will be determined on the
basis of the offered rates of the Reference Banks for one-month United States
dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination
Date. The Trustee will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. On such Interest
Determination Date, LIBOR for the related Accrual Period will be established by
the Trustee as follows:

          (i) If on such Interest Determination Date two or more Reference Banks
     provide such offered quotations, LIBOR for the related Accrual Period shall
     be the arithmetic mean of such offered quotations (rounded upwards if
     necessary to the nearest whole multiple of 1/16 of 1%); and

          (ii) If on such Interest Determination Date fewer than two Reference
     Banks provide such offered quotations, LIBOR for the related Accrual Period
     shall be the higher of (i) LIBOR as determined on the previous Interest
     Determination Date and (ii) the Reserve Interest Rate.

          "LIBOR Business Day": Any day on which banks in London, England and
The City of New York are open and conducting transactions in foreign currency
and exchange.

          "Liquidated Mortgage Loan": As to any Distribution Date, any Mortgage
Loan in respect of which the Servicer has determined, in accordance with the
servicing procedures specified herein, as of the end of the related Prepayment
Period, that all Liquidation Proceeds which it expects


                                       20

<PAGE>



to recover with respect to the liquidation of the Mortgage Loan or disposition
of the related REO Property have been 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 the Trust Fund by reason of its being purchased, sold or replaced
pursuant to or as contemplated by Section 2.03 or Section 10.01. 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 the Trust Fund by reason of its being sold or purchased pursuant to
Section 3.23 or Section 10.01.

          "Liquidation Proceeds": The amount (other than amounts received in
respect of the rental of any REO Property prior to REO Disposition) received by
the 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 by means of 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 3.23 or Section 10.01.

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

          "Loan Group": Either Loan Group I or Loan Group II, as the context
requires.

          "Loan Group I": The group of Mortgage Loans identified in the Mortgage
Loan Schedule as the Group I Mortgage Loans.

          "Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as the Group II Mortgage Loans.

          "Losses": As defined in Section 9.03.

          "Lost Note Affidavit": With respect to any Mortgage Loan as to which
the original Mortgage Note has been permanently lost, misplaced or destroyed and
has not been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note) and indemnifying the Trust against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note in
the form of Exhibit H hereto.

          "Majority Certificateholders": The Holders of Certificates evidencing
at least 51% of the Voting Rights.

          "Marker Rate": With respect to the Class C Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC 2 Pass- Through Rates for REMIC 2 Regular Interest
LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2
Regular Interest LTA4, REMIC 1 Regular Interest LTM1, REMIC


                                       21

<PAGE>



1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3 and REMIC 1 Regular
Interest LTZZ, with the rate on REMIC 2 Regular Interest LTA1 subject to a cap
equal to the lesser of (i) LIBOR plus the Certificate Margin of the Class I-A1
Certificates and (ii) the Maximum Cap Rate for the purpose of this calculation;
with the rate on REMIC 2 Regular Interest LTA2 subject to a cap equal to (A) in
the case of each Distribution Date through the Distribution Date in December
2004, the lesser of (i) 2.80% per annum and (ii) the Maximum Cap Rate and (B) in
the case of each Distribution Date thereafter, the lesser of (i) LIBOR plus the
Certificate Margin of the Class I-A2 Certificates and (ii) the Maximum Cap Rate
for the purpose of this calculation; with the rate on REMIC 2 Regular Interest
LTA3 subject to a cap equal to the lesser of (i) LIBOR plus the Certificate
Margin of the Class II-A1 Certificates and (ii) the Maximum Cap Rate for the
purpose of this calculation; with the rate on REMIC 2 Regular Interest LTA4
subject to a cap equal to (A) in the case of each Distribution Date through the
Distribution Date in December 2004, the lesser of (i) 2.80% per annum and (ii)
the Maximum Cap Rate and (B) in the case of each Distribution Date thereafter,
the lesser of (i) LIBOR plus the Certificate Margin of the Class II-A2
Certificates and (ii) the Maximum Cap Rate for the purpose of this calculation
with the rate on REMIC 1 Regular Interest LTM1 subject to a cap equal to the
lesser of (i) LIBOR plus the Certificate Margin of the Class M-1 Certificates
and (ii) the Maximum Cap Rate for the purpose of this calculation; with the rate
on REMIC 1 Regular Interest LTM2 subject to a cap equal to the lesser of (i)
LIBOR plus the Certificate Margin of the Class M-2 Certificates and (ii) the
Maximum Cap Rate for the purpose of this calculation; with the rate on REMIC 1
Regular Interest LTM3 subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class M-3 Certificates and (ii) the Maximum Cap Rate
for the purpose of this calculation and with the rate on REMIC 1 Regular
Interest LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, that for this purpose, calculations of the Uncertificated
REMIC 1 Pass-Through Rate and the related caps with respect to REMIC 1 Regular
Interest LTA1, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTM1,
REMIC 1 Regular Interest LTM2 and REMIC 1 Regular Interest LTM3 shall be
multiplied by a fraction, the numerator of which is the actual number of days in
the Accrual Period and the denominator of which is 30.

          "Maximum Cap Rate": For any Distribution Date and the Class I-A1
Certificates, the Class II-A1 Certificates and the Mezzanine Certificates, a per
annum rate equal to the product of (x) the weighted average of the Adjusted Net
Maximum Mortgage Rates of the Mortgage Loans, weighted on the basis of the
outstanding Principal Balances of the Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date and (y) a fraction, the
numerator of which is 30 and the denominator of which is the actual number of
days elapsed in the related Accrual Period. For any Distribution Date and the
Class I-A2 Certificates and the Class II-A2 Certificates, the weighted average
of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans, weighted on
the basis of the outstanding Principal Balances of the Mortgage Loans as of the
first day of the month preceding the month of such Distribution Date.

          "Maximum Uncertificated Accrued Interest Deferral Amount": With
respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest
LTZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 2 Regular Interest LTZZ minus the REMIC 2
Overcollateralization Amount, in each case for such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 2 Regular Interest LTA1 with the rate
on REMIC 2 Regular Interest


                                       22

<PAGE>



LTA1 subject to a cap equal to the lesser of (i) LIBOR plus the Certificate
Margin of the Class I-A1 Certificates and (ii) the Maximum Cap Rate for the
purpose of this calculation; Uncertificated Accrued Interest on REMIC 2 Regular
Interest LTA2 with the rate on REMIC 2 Regular Interest LTA2 subject to a cap
equal to (A) in the case of each Distribution Date through the Distribution Date
in December 2004, the lesser of (i) 2.80% per annum and (ii) the Maximum Cap
Rate and (B) in the case of each Distribution Date thereafter, the lesser of (i)
LIBOR plus the Certificate Margin of the Class I-A2 Certificates and (ii) the
Maximum Cap Rate for the purpose of this calculation; Uncertificated Accrued
Interest on REMIC 2 Regular Interest LTA3 with the rate on REMIC 2 Regular
Interest LTA3 subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class II-A1 Certificates and (ii) the Maximum Cap Rate
for the purpose of this calculation; Uncertificated Accrued Interest on REMIC 2
Regular Interest LTA4 with the rate on REMIC 2 Regular Interest LTA4 subject to
a cap equal to (A) in the case of each Distribution Date through the
Distribution Date in December 2004, the lesser of (i) 2.80% per annum and (ii)
the Maximum Cap Rate and (B) in the case of each Distribution Date thereafter,
the lesser of (i) LIBOR plus the Certificate Margin of the Class II-A2
Certificates and (ii) the Maximum Cap Rate for the purpose of this calculation;
Uncertificated Accrued Interest on REMIC 1 Regular Interest LTM1 with the rate
on REMIC 1 Regular Interest LTM1 subject to a cap equal to the lesser of (i)
LIBOR plus the Certificate Margin of the Class M-1 Certificates and (ii) the
Maximum Cap Rate for the purpose of this calculation; Uncertificated Accrued
Interest on REMIC 1 Regular Interest LTM2 with the rate on REMIC 1 Regular
Interest LTM2 subject to a cap equal to the lesser of (i) LIBOR plus the
Certificate Margin of the Class M-2 Certificates and (ii) the Maximum Cap Rate
for the purpose of this calculation; and Uncertificated Accrued Interest on
REMIC 1 Regular Interest LTM3 with the rate on REMIC 1 Regular Interest LTM3
subject to a cap equal to the lesser of (i) LIBOR plus the Certificate Margin of
the Class M-3 Certificates and (ii) the Maximum Cap Rate for the purpose of this
calculation for such Distribution Date; provided, however, that for this
purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the
related caps with respect to REMIC 1 Regular Interest LTA1, REMIC 1 Regular
Interest LTA3, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2 and
REMIC 1 Regular Interest LTM3 shall be multiplied by a fraction, the numerator
of which is the actual number of days in the Accrual Period and the denominator
of which is 30.

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

          "Mezzanine Certificate": Any Class M-1 Certificate, Class M-2
Certificate or Class M-3 Certificate.

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

          "Monthly Interest Distributable Amount": With respect to the Class A
Certificates, Mezzanine Certificates and the Class C Certificates and any
Distribution Date, the amount of interest accrued during the related Accrual
Period at the related Pass-Through Rate on the Certificate Principal Balance (or
Notional Amount in the case of the Class C Certificates) of such Class
immediately prior to such Distribution Date, in each case, reduced by any Net
Prepayment Interest Shortfalls, Relief Act Interest Shortfalls and in the case
of the Class C Certificates, amounts payable


                                       23

<PAGE>



to the PMI Insurer pursuant to Section 4.01(d)(ix) and the Trustee pursuant to
Section 4.01(d)(x) (allocated to such Certificate based on its respective
entitlements to interest irrespective of any Net Prepayment Interest Shortfalls
and Relief Act Interest Shortfalls for such Distribution Date).

          "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 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.

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

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

          "Mortgage Loan Schedule": As of any date, the list of Mortgage Loans
included in REMIC 1 on such date, separately identifying the Group I Mortgage
Loans and the Group II Mortgage Loans, attached hereto as Exhibit D, as
supplemented by each Schedule of Subsequent Mortgage Loans. The Mortgage Loan
Schedule shall be prepared by the Seller and shall set forth the following
information with respect to each Mortgage Loan, as applicable:

          (1)  the Mortgage Loan identifying number;

          (2)  the Mortgagor's name;

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

          (4)  a code indicating whether the Mortgaged Property was represented
               by the borrower, at the time of origination, as being
               owner-occupied;

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


                                       24

<PAGE>



          (6) the original months to maturity;

          (7) the stated remaining months to maturity from the Cut-off Date (or
     Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan) based
     on the original amortization schedule;

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

          (9) the Mortgage Rate in effect immediately following the Cut-off Date
     (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage Loan);

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

          (11) the stated maturity date;

          (12) the amount of the Monthly Payment at origination;

          (13) the amount of the Monthly Payment due on the first Due Date after
     the Cut- off Date (or Subsequent Cut-off Date, with respect to a Subsequent
     Mortgage Loan);

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

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

          (16) the Stated Principal Balance of the Mortgage Loan as of the Close
     of Business on the Cut-off Date (or Subsequent Cut-off Date, with respect
     to a Subsequent Mortgage Loan);

          (17) a code indicating the purpose of the Mortgage Loan (i.e.,
     purchase financing, rate/term refinancing, cash-out refinancing);

          (18) the Mortgage Rate at origination;

          (19) a code indicating the documentation program (i.e., full
     documentation, limited income verification, no income verification,
     alternative income verification);

          (20) the risk grade;

          (21) the Value of the Mortgaged Property;

          (22) the sale price of the Mortgaged Property, if applicable;

          (23) the actual unpaid principal balance of the Mortgage Loan as of
     the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent
     Mortgage Loan);



                                       25

<PAGE>



          (24) the type and term of the related Prepayment Charge;

          (25) with respect to any Adjustable-Rate Mortgage Loan, the rounding
     code, the minimum Mortgage Rate, the maximum Mortgage Rate, the Gross
     Margin, the next Adjustment Date and the Periodic Rate Cap;

          (26) the program code;

          (27) whether such Mortgage Loan is a Dividend Mortgage Loan; and

          (28) whether such Mortgage Loan is covered under the PMI Policy, and,
     if so, the PMI Insurer Fee Rate applicable for such Mortgage Loan.

          The Mortgage Loan Schedule shall set forth the following information,
with respect to the Mortgage Loans in the aggregate and for each Loan Group as
of the Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent
Mortgage Loan): (1) the number of Mortgage Loans (separately identifying the
number of Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage
Loans); (2) the current Principal Balance of the Mortgage Loans; (3) the
weighted average Mortgage Rate of the Mortgage Loans and (4) the weighted
average remaining term to maturity of the Mortgage Loans. The Mortgage Loan
Schedule shall be amended from time to time by the Servicer 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
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

          "Mortgage Pool": The pool of Mortgage Loans, identified on Exhibit D
from time to time, and any REO Properties acquired in respect thereof and as
supplemented by any Subsequent Mortgage Loans identified on each schedule of
Subsequent Mortgage Loans attached to a Subsequent Transfer Instrument.

          "Mortgage Rate": With respect to each Fixed-Rate Mortgage Loan, the
rate set forth in the related Mortgage Note. With respect to each
Adjustable-Rate 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, which rate (A) as of any date of determination until the first
Adjustment Date following the Cut-off Date (or Subsequent Cut-off Date, with
respect to a Subsequent Mortgage Loan) shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent Mortgage
Loan) and (B) as of any date of determination thereafter shall be the rate as
adjusted on the most recent Adjustment Date, to equal the sum, rounded to the
next highest or nearest 0.125% (as provided in the Mortgage Note), of the Index,
determined as set forth in the related Mortgage Note, plus the related Gross
Margin subject to the limitations set forth in the related Mortgage Note. 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.


                                       26

<PAGE>



          "Mortgaged Property": The underlying property securing a Mortgage
Loan, including any REO Property, consisting of a fee simple estate in a parcel
of real property improved by a Residential Dwelling.

          "Mortgagor": The obligor on a Mortgage Note.

          "Net Liquidation Proceeds": With respect to any Liquidated Mortgage
Loan or any other disposition of related Mortgaged Property (including REO
Property) the related Liquidation Proceeds and Insurance Proceeds net of
Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid
servicing fees received and retained in connection with the liquidation of such
Mortgage Loan or Mortgaged Property.

          "Net Monthly Excess Cashflow": With respect to each Distribution Date,
the sum of (a) any Overcollateralization Release Amount for such Distribution
Date and (b) the excess of (x) Available Funds for such Distribution Date over
(y) the sum for such Distribution Date of (A) the Monthly Interest Distributable
Amounts for the Class A Certificates and the Mezzanine Certificates, (B) the
Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the
Principal Remittance Amount.

          "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.

          "Net Prepayment Interest Shortfall": With respect to any Distribution
Date, the excess, if any, of any Prepayment Interest Shortfalls for such date
over the related Compensating Interest.

          "Net WAC Rate": For any Distribution Date (other than the 1st
Distribution Date) and the Class I-A1 Certificates, the Class II-A1 Certificates
and the Mezzanine Certificates, a per annum rate equal to the product of (x) the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans,
weighted on the basis of the outstanding Principal Balances of the Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date and (y) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Accrual Period. For
any Distribution Date and the Class I-A2 Certificates and the Class II- A2, the
weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans,
weighted on the basis of the outstanding Principal Balances of the Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the Uncertificated REMIC 2 Pass-Through Rate of the REMIC
2 Regular Interest for which such Class of Certificates is the Corresponding
Certificate. The Certificates will not be subject to the Net WAC Rate on the 1st
Distribution Date.

          "Net WAC Rate Carryover Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the positive excess of (i) the amount of interest accrued on such Class
of Certificates on such Distribution Date calculated at the related Formula
Rate, over (ii) the amount of interest accrued on such Class of Certificates at
the Net WAC Rate for such Distribution Date and (B) the Net WAC Rate Carryover
Amount for the


                                       27

<PAGE>



previous Distribution Date not previously paid, together with interest thereon
at a rate equal to the related Formula Rate for such Class of Certificates for
such Distribution Date and for such Accrual Period.

          "Net WAC Rate Carryover Reserve Account": The account established and
maintained pursuant to Section 3.28.

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

          "Nonrecoverable Advance": Any Advance or Servicing 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 Servicer, will not be ultimately
recoverable from Late Collections, Insurance Proceeds, Liquidation Proceeds or
condemnation proceeds on such Mortgage Loan or REO Property as provided herein.

          "Notional Amount": Immediately prior to any Distribution Date with
respect to the Class C Certificates, the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular Interests.

          "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 Servicer, the Seller or the
Depositor, as applicable.

          "Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor or the Servicer, acceptable
to the Trustee, except that any opinion of counsel relating to (a) the
qualification of any REMIC as a REMIC or (b) compliance with the REMIC
Provisions must be an opinion of Independent counsel.

          "Optional Termination Date": The first Distribution Date on which the
Servicer may opt to terminate the Trust Fund pursuant to Section 10.01.

          "Original Class Certificate Principal Balance": With respect to the
Class A Certificates, the Mezzanine Certificates, the Class C Certificates and
the Class P Certificates, the corresponding amounts set forth opposite such
Class above in the Preliminary Statement.

          "Original Notional Amount": With respect to the Class C Certificates,
$1,098,000,000.00.

          "Original Group I Pre-Funded Amount": The amount deposited by the
Depositor in the Group I Pre-Funding Account on the Closing Date, which amount
is $146,543,170.58.

          "Original Group II Pre-Funded Amount": The amount deposited by the
Depositor in the Group II Pre-Funding Account on the Closing Date, which amount
is $127,113,520.67.


                                       28

<PAGE>



          "Original Pre-Funded Amounts": The Original Group I Pre-Funded Amount
and the Original Group II Pre-Funded Amount.

          "Originator": First Franklin Financial Corporation, a Delaware
corporation, or its successor in interest.

          "Overcollateralization Deficiency Amount": With respect to any
Distribution Date, the amount, if any, by which the Overcollateralization Target
Amount exceeds the Overcollateralized Amount on such Distribution Date (after
giving effect to distributions in respect of the Group I Basic Principal
Distribution Amount and the Group II Basic Principal Distribution Amount on such
Distribution Date).

          "Overcollateralization Floor": With respect to the Class I-A1
Certificates and the Class I-A2 Certificates. $1,469,947.50. With respect to the
Class II-A1 Certificates and the Class II-A2 Certificates, $1,275,052.50. With
respect to the Mezzanine Certificates, $2,745,000.00.

          "Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (x) the Principal Remittance Amount for such
Distribution Date and (y) the Excess Overcollateralized Amount.

          "Overcollateralization Target Amount": With respect to any
Distribution Date, an amount equal to 0.25% of the sum of (i) the aggregate
Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (ii)
the Original Pre-Funded Amounts.

          "Overcollateralized Amount": For any Distribution Date, the amount
equal to (i) the aggregate Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and any funds on deposit in the Pre-Funding Accounts as of the related
Determination Date minus (ii) the sum of the aggregate Certificate Principal
Balance of the Class A Certificates, the Mezzanine Certificates and the Class P
Certificates as of such Distribution Date after giving effect to distributions
to be made on such Distribution Date.

          "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 Certificates and the
Mezzanine Certificates and any Distribution Date, the lesser of (x) the related
Formula Rate for such Distribution Date and (y) the Net WAC Rate for such
Distribution Date. With respect to the Class C Certificates and any Distribution
Date, a per annum rate equal to the percentage equivalent of a fraction, the
numerator of which is the sum of the amounts calculated pursuant to clauses (A)
through (J) below, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of the REMIC 2 Regular Interests. For purposes
of calculating the Pass-Through Rate for the Class C Certificates, the numerator
is equal to the sum of the following components:



                                       29

<PAGE>



          (A) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTAA minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTAA;

          (B) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTA1 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTA1;

          (C) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTA2 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTA2;

          (D) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTA3 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTA3;

          (E) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTA4 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTA4;

          (F) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTM1 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTM1;

          (G) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTM2 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTM2;

          (H) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTM3 minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3;

          (I) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular
     Interest LTZZ minus the Marker Rate, applied to an amount equal to the
     Uncertificated Principal Balance of REMIC 2 Regular Interest LTZZ; and

          (J) 100% of the interest on the REMIC 2 Regular Interest LTP.

          "Paying Agent": Any paying agent appointed pursuant to Section 5.05.

          "Percentage Interest": With respect to any Certificate (other than a
Residual Certificate), 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 Original Class Certificate
Principal Balance of the related Class. With respect to a Residual Certificate,
the portion of the Class evidenced thereby, expressed as a percentage, as stated
on the face of such Certificate; provided, however, that the sum of all such
percentages for each such Class totals 100%.


                                       30

<PAGE>



          "Periodic Rate Cap": With respect to each Adjustable-Rate 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.

          "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 or managed by the Depositor, the Servicer, the Trustee or any
of their respective Affiliates or for which an Affiliate of the Trustee serves
as an advisor:

          (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) (A) demand and time deposits in, certificates of deposit of,
     bankers' acceptances issued by or federal funds sold by any depository
     institution or trust company (including the Trustee or its agent acting in
     their respective commercial capacities) incorporated under the laws of the
     United States of America or any state thereof and subject to supervision
     and examination by federal and/or state authorities, so long as, at the
     time of such investment or contractual commitment providing for such
     investment, such depository institution or trust company (or, if the only
     Rating Agency is S&P, in the case of the principal depository institution
     in a depository institution holding company, debt obligations of the
     depository institution holding company) or its ultimate parent has a
     short-term uninsured debt rating in one of the two highest available
     ratings of Moody's and the highest available rating category of S&P and
     provided that each such investment has an original maturity of no more than
     365 days; and provided further that, if the only Rating Agency is S&P and
     if the depository or trust company is a principal subsidiary of a bank
     holding company and the debt obligations of such subsidiary are not
     separately rated, the applicable rating shall be that of the bank holding
     company; and, provided further that, if the original maturity of such
     short- term obligations of a domestic branch of a foreign depository
     institution or trust company shall exceed 30 days, the short-term rating of
     such institution shall be A-1+ in the case of S&P if S&P is the Rating
     Agency; and (B) any other demand or time deposit or deposit which is fully
     insured by the FDIC;

          (iii) repurchase obligations with a term not to exceed 30 days with
     respect to any security described in clause (i) above and entered into with
     a depository institution or trust company (acting as principal) rated P-1
     by Moody's and rated A-1+ or higher by S&P, provided, however, that
     collateral transferred pursuant to such repurchase obligation must be of
     the type described in clause (i) above and must (A) be valued daily at
     current market prices plus accrued interest, (B) pursuant to such
     valuation, be equal, at all times, to 105% of the cash transferred by the
     Trustee in exchange for such collateral and (C) be delivered to the Trustee
     or, if the Trustee is supplying the collateral, an agent for the Trustee,
     in such a manner as to accomplish perfection of a security interest in the
     collateral by possession of certificated securities;



                                       31

<PAGE>



          (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 a Rating Agency 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 a Rating Agency in its highest short- term unsecured debt
     rating available at the time of such investment;

          (vi) units of money market funds, including those money market funds
     managed or advised by the Trustee or its Affiliates, that have been rated
     "Aaa" by Moody's and "AAA" by S & P; and

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

provided, 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 a non-U.S. Person.

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

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

          "PMI Insurer": Radian Guaranty Inc., a Pennsylvania corporation, or
its successors in interest.

          "PMI Insurer Fee": The amount payable to the PMI Insurer on each
Distribution Date, which amount shall equal one twelfth of the product of (i)
the PMI Insurer Fee Rate multiplied by (ii) the aggregate Principal Balance of
the PMI Mortgage Loans and any related REO Properties as of the first day of the
related Due Period (after giving effect to scheduled payments of principal due
during the Due Period relating to the previous Distribution Date, to the extent
received or


                                       32

<PAGE>



advanced and prepayments collected during the Prepayment Period relating to the
previous Distribution Date).

          "PMI Insurer Fee Rate": 0.92% per annum.

          "PMI Mortgage Loans": The list of Mortgage Loans insured by the PMI
Insurer attached hereto as Schedule II.

          "PMI Policy": The Primary Mortgage Insurance Policy No. 59131-000
(policy reference number: 02-998058) with respect to the PMI Mortgage Loans,
including all endorsements thereto dated the Closing Date, issued by the PMI
Insurer and the Commitment Letter, dated December 9, 2002, between the PMI
Insurer and the Seller.

          "Pool Balance": As of any date of determination, the aggregate
principal balance of the Mortgage Loans in both Loan Groups as of such date.

          "Pre-Funding Accounts": The Group I Pre-Funding Account and the Group
II Pre- Funding Account.

          "Prepayment Assumption": As defined in the Prospectus Supplement.

          "Prepayment Charge": With respect to any Mortgage Loan, the charges or
premiums, if any, due in connection with a full or partial prepayment of such
Mortgage Loan in accordance with the terms thereof (other than any Servicer
Prepayment Charge Payment Amount).

          "Prepayment Charge Schedule": As of any date, the list of Prepayment
Charges on the Mortgage Loans included in the Trust Fund on such date, attached
hereto as Schedule I (including the Prepayment Charge Summary attached thereto).
The Prepayment Charge Schedule shall set forth the following information with
respect to each Prepayment Charge:

          (i) the Mortgage Loan identifying number;

          (ii) a code indicating the type of Prepayment Charge;

          (iii) the state of origination of the related Mortgage Loan;

          (iv) the date on which the first monthly payment was due on the
     related Mortgage Loan;

          (v) the term of the related Prepayment Charge; and

          (vi) the principal balance of the related Mortgage Loan as of the
     Cut-off Date (or Subsequent Cut-off Date, with respect to a Subsequent
     Mortgage Loan).

          "Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the portion of the


                                       33

<PAGE>



related Prepayment Period occurring between the first day and the Determination
Date of the calendar month in which such Distribution Date occurs, an amount
equal to interest (to the extent received) at the applicable Net Mortgage Rate
on the amount of such Principal Prepayment for the number of days commencing on
the first day of the calendar month in which such Distribution Date occurs and
ending on the date on which such prepayment is so applied.

          "Prepayment Interest Shortfall": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the related Prepayment Period and the last day of the calendar
month preceding the month in which such Distribution Date occurs, 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 calendar month preceding
the month in which such Distribution Date occurs. The obligations of the
Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.

          "Prepayment Period": With respect to any Distribution Date, the period
commencing on the day after the Determination Date in the calendar month
preceding the calendar month in which such Distribution Date occurs (or, in the
case of the first Distribution Date, commencing on December 1, 2002) and ending
on the Determination Date of the calendar month in which such Distribution Date
occurs.

          "Principal Balance": As to any Mortgage Loan other than a Liquidated
Mortgage Loan, and any day, the related Cut-off Date Principal Balance, minus
all collections credited as principal against the Cut-off Date Principal Balance
of any such Mortgage Loan. For purposes of this definition, a Liquidated
Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal
Balance of the related Mortgage Loan as of the final recovery of related
Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO
Property and any day, the Principal Balance of the related Mortgage Loan
immediately prior to such Mortgage Loan becoming REO Property minus any REO
Principal Amortization received with respect thereto on or prior to such day.

          "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.

          "Principal Remittance Amount": With respect to any Distribution Date,
the sum of the Group I Principal Remittance Amount and the Group II Principal
Remittance Amount.

          "Prospectus Supplement": That certain Prospectus Supplement dated
December 18, 2002 relating to the public offering of the Class A Certificates
and the Mezzanine Certificates.

          "Purchase Price": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as
confirmed by an Officers' Certificate from the Servicer to the Trustee, an
amount equal to the sum of (i) 100% of the Principal


                                       34

<PAGE>



Balance thereof as of the date of purchase (or such other price as provided in
Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on
such Principal Balance at the applicable 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 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 Principal Balance at the
applicable 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 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, net of the total of all
net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as
of the date of purchase had been distributed as or to cover REO Imputed Interest
pursuant to Section 4.04, (iii) any unreimbursed Servicing Advances and 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 Section 3.23 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 Servicer or the Trustee in respect
of the breach or defect giving rise to the purchase obligation.

          "Qualified Insurer": Any insurance company acceptable to Fannie Mae.

          "Qualified Substitute Mortgage Loan": A mortgage loan substituted for
a Deleted Mortgage Loan pursuant to the terms of this Agreement or the Mortgage
Loan Purchase Agreement which must, on the date of such substitution, (i) have
an outstanding principal balance (or in the case of a substitution of more than
one mortgage loan for a Deleted Mortgage Loan, an aggregate 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, and not more than 5%
less than, the outstanding 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) if the
Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a
Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted
Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an
Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the
Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified
Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross
Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan,
(vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, (vii) have a Dividend Rate, if
applicable, equal to or less than that of the Deleted Mortgage Loan, (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) be current as of the date of
substitution, (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) have a risk grading determined by the Originator at least
equal to the risk grading assigned on the Deleted Mortgage Loan, (xii) have been
underwritten or reunderwritten by


                                       35

<PAGE>



the Originator in accordance with the same underwriting criteria and guidelines
as the Deleted Mortgage Loan, (xiii) be covered by the PMI Policy if the Deleted
Mortgage Loan was covered by the PMI Policy and (xiv) conform to each
representation and warranty set forth in Section 3.01 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 clauses
(ii) through (vi) hereof shall be satisfied for each such mortgage loan, the
risk gradings described in clause (x) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (viii) hereof shall be determined
on the basis of weighted average remaining term to maturity (provided that no
such mortgage loan may have a remaining term to maturity longer than the Deleted
Mortgage Loan), 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 (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.

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

          "Realized Loss": With respect to any Liquidated Mortgage Loan, the
amount of loss realized equal to the portion of the Principal Balance remaining
unpaid after application of all Net Liquidation Proceeds in respect of such
Mortgage Loan.

          "Record Date": With respect to (i) the Class I-A1 Certificates, the
Class II-A1 Certificates and the Mezzanine Certificates, the Close of Business
on the Business Day immediately preceding the related Distribution Date and (ii)
the Class I-A2 Certificates, the Class II-A2 Certificates, the Class P
Certificates, the Class C Certificates and the Residual Certificates, the Close
of Business on the last Business Day of the calendar month preceding the month
in which the related Distribution Date occurs; provided, however, that following
the date on which Definitive Certificates for a Class A Certificate or a
Mezzanine Certificate are available pursuant to Section 5.02, the Record Date
for such Certificates shall be the last Business Day of the calendar month
preceding the month in which the related Distribution Date occurs.

          "Reference Banks": Those banks (i) with an established place of
business in London, England, (ii) not controlling, under the control of or under
common control with the Originator or the Servicer or any affiliate thereof and
(iii) which have been designated as such by the Trustee; provided, however, that
if fewer than two of such banks provide a LIBOR rate, then any leading banks
selected by the Trustee which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.

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

          "Regular Certificate": Any of the Class A Certificates, Mezzanine
Certificates, Class C Certificates or Class P Certificates.


                                       36

<PAGE>



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

          "Relief Act Interest Shortfall": With respect to any Distribution
Date, for any Mortgage Loan with respect to which there has been a reduction in
the amount of interest collectible thereon for the most recently ended Due
Period as a result of the application of the Relief Act, the amount by which (i)
interest collectible on such Mortgage Loan during such Due Period is less than
(ii) one month's interest on the Principal Balance of such Mortgage Loan at the
Mortgage Rate for such Mortgage Loan before giving effect to the application of
the Relief Act.

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

          "REMIC 1": 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 (less the Dividend Portion of
each Dividend Mortgage Loan), 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, including the PMI Policy, 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 interest created
thereby), (v) the right to receive any amounts payable under the Cap Contracts
and (vi) the Collection Account, the Distribution Account (subject to the last
sentence of this definition) 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, a REMIC election will not be made with respect to the
Pre-Funding Accounts, the Net WAC Rate Carryover Reserve Account, the Dividend
Account or any Subsequent Mortgage Loan Interest.

          "REMIC 1 Regular Interest LT1A": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1A shall accrue interest
at the related Uncertificated REMIC 1 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 1 Regular Interest LT1B": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1B shall accrue interest
at the related Uncertificated REMIC 1 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 1 Regular Interest LT1C": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1C shall accrue interest
at the related Uncertificated REMIC 1 Pass-


                                       37
<PAGE>

Through Rate in effect from time to time, and shall be entitled to distributions
of principal, subject to the terms and conditions hereof, in an aggregate amount
equal to its initial Uncertificated Principal Balance as set forth in the
Preliminary Statement hereto.

          "REMIC 1 Regular Interest LT1D": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1D shall accrue interest
at the related Uncertificated REMIC 1 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 1 Regular Interest LT1P": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1P shall accrue interest
at the related Uncertificated REMIC 1 Pass- Through Rate in effect from time to
time, and shall be entitled to any Prepayment Charges collected by the Servicer
and to a distribution of principal, subject to the terms and conditions hereof,
in an aggregate amount equal to its initial Uncertificated Balance as set forth
in the Preliminary Statement hereto.

          "REMIC 1 Regular Interests": REMIC 1 Regular Interest LT1A, REMIC 1
Regular Interest LT1B, REMIC 1 Regular Interest LT1C, REMIC 1 Regular Interest
LT1D and REMIC 1 Regular Interest LT1P.

          "REMIC 2": The segregated pool of assets consisting of all of the
REMIC 1 Regular Interests and conveyed in trust to the Trustee, for the benefit
of REMIC 3, as holder of the REMIC 2 Regular Interests, and the Class R
Certificateholders, as Holders of the Class R-2 Interest, pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.

          "REMIC 2 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and the amount on deposit in the Pre-Funding Accounts and (ii) the
Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA minus
the Marker Rate, divided by (b) 12.

          "REMIC 2 Overcollateralization Target Amount": 1% of the
Overcollateralization Target Amount.

          "REMIC 2 Overcollateralization Amount": With respect to any date of
determination, (i) 1% of the aggregate Uncertificated Principal Balances of the
REMIC 2 Regular Interests minus (ii) the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3 and REMIC 2 Regular Interest LTP, in each case as of such date of
determination.



                                       38

<PAGE>



          "REMIC 2 Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) the aggregate Principal
Balance of the Mortgage Loans and related REO Properties then outstanding and
any amounts on deposit in the Pre-Funding Accounts and (ii) 1 minus a fraction,
the numerator of which is two times the aggregate of the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTA1, REMIC 2 Regular Interest
LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest LTA4, REMIC 2
Regular Interest LTM1, REMIC 2 Regular Interest LTM2 and REMIC 2 Regular
Interest LTM3 and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTA1, REMIC 2
Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest
LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
Regular Interest LTM3 and REMIC 2 Regular Interest LTZZ.

          "REMIC 2 Regular Interest LTAA": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTAA shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTA1": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTA1 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTA2": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTA2 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTA3": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTA3 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTA4": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTA4 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.



                                       39
<PAGE>



          "REMIC 2 Regular Interest LTM1": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTM1 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTM2": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTM2 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTM3": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTM3 shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTP": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTP shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interest LTZZ": One of the separate non-certificated
beneficial ownership interests in REMIC 2 issued hereunder and designated as a
Regular Interest in REMIC 2. REMIC 2 Regular Interest LTZZ shall accrue interest
at the related Uncertificated REMIC 2 Pass- Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.

          "REMIC 2 Regular Interests": REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest
LTZZ and REMIC 2 Regular Interest LTP.

          "REMIC 3": The segregated pool of assets consisting of all of the
REMIC 2 Regular Interests conveyed in trust to the Trustee, for the benefit of
the Holders of the Regular Certificates and the Class R Certificates (in respect
of the Class R-3 Interest), pursuant to Article II hereunder, and all amounts
deposited therein, with respect to which a separate REMIC election is to be
made.




                                       40
<PAGE>


          "REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.

          "REMIC Regular Interests": The REMIC 1 Regular Interests and REMIC 2
Regular Interests.

          "Remittance Report": A report prepared by the Servicer and delivered
to the Trustee pursuant to Section 4.04.

          "Rents from Real Property": With respect to any REO Property, gross
income of the character described in Section 856(d) of the Code.

          "REO Account": The account or accounts maintained by the 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 the Trust Fund.

          "REO Imputed Interest": As to any REO Property, for any calendar month
during which such REO Property was at any time part of the Trust Fund, one
month's interest at the applicable Net Mortgage Rate on the 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 10.01 that is
allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.23 in respect of the proper operation,
management and maintenance of such REO Property or (ii) payable or reimbursable
to the Servicer pursuant to Section 3.23 for unpaid Servicing Fees in respect of
the related Mortgage Loan and unreimbursed Servicing Advances and 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 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 attached hereto.

          "Reserve Interest Rate": With respect to any Interest Determination
Date, the rate per annum that the Trustee determines to be either (i) the
arithmetic mean (rounded upwards if necessary



                                       41
<PAGE>




to the nearest whole multiple of 1/16 of 1%) of the one-month United States
dollar lending rates which banks in The City of New York selected by the
Depositor are quoting on the relevant Interest Determination Date to the
principal London offices of leading banks in the London interbank market or (ii)
in the event that the Trustee can determine no such arithmetic mean, in the case
of any Interest Determination Date after the initial Interest Determination
Date, the lowest one-month United States dollar lending rate which such New York
banks selected by the Depositor are quoting on such Interest Determination Date
to leading European banks.

          "Residential Dwelling": Any one of the following: (i) a 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, (iv) a
manufactured home, or (v) a detached one-family dwelling in a planned unit
development, none of which is a co-operative or mobile home.

          "Residual Certificate": 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, the
Chairman or Vice Chairman of the Board of Directors or Trustees, the Chairman or
Vice Chairman of the Executive or Standing Committee of the Board of Directors
or Trustees, the President, any vice president, any assistant vice president,
the Secretary, any assistant secretary, the Treasurer, any assistant treasurer,
the Cashier, any assistant cashier, any trust officer or assistant trust
officer, the Controller and any assistant controller or any other officer of the
Trustee 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.

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

          "Seller": Greenwich Capital Financial Products, Inc., a Delaware
corporation, in its capacity as Seller under the Mortgage Loan Purchase
Agreement.

          "Servicer": Saxon Mortgage Services, Inc., a Texas corporation, or any
successor servicer appointed as herein provided, in its capacity as Servicer
hereunder.

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

          "Servicer Prepayment Charge Payment Amount": The amounts payable by
the Servicer in respect of any waived Prepayment Charges pursuant to Section
2.05 or Section 3.01.

          "Servicer Remittance Date": With respect to any Distribution Date, the
Business Day prior to such Distribution Date.




                                       42
<PAGE>



          "Servicer Termination Test": With respect to any Distribution Date,
the Servicer Termination Test will be failed if the Cumulative Loss Percentage
exceeds 4.00%.

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

          "Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and expenses)
incurred by the Servicer in the performance of its servicing obligations,
including, but not limited to, the cost of (i) the preservation, restoration,
inspection and protection of the Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of the REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.09, 3.14, 3.16, and 3.23.

          "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 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": 0.50% per annum.

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

          "Servicing Transfer Costs": Shall mean all reasonable costs and
expenses incurred by the Trustee in connection with the transfer of servicing
from a predecessor servicer, including, without limitation, any reasonable costs
or expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee (or any successor servicer appointed pursuant to
Section 7.02) to service the Mortgage Loans properly and effectively.

          "Startup Day": As defined in Section 9.01(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 outstanding principal balance of such Mortgage
Loan as of the Cut-off Date as shown in the Mortgage Loan Schedule, 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 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



                                       43
<PAGE>


4.01 on or before such date of determination, (iii) all Liquidation Proceeds and
Insurance Proceeds 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
Due 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 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.

          "Stepdown Date": The earlier to occur of (i) the Distribution Date on
which the aggregate Certificate Principal Balance of the Class A Certificates
has been reduced to zero and (ii) the later to occur of (x) the Distribution
Date occurring in January 2006 and (y) the first Distribution Date on which the
Credit Enhancement Percentage (calculated for this purpose only after taking
into account payments of principal on the Mortgage Loans and distribution of the
Group I Principal Distribution Amount and the Group II Principal Distribution
Amount to the Certificates then entitled to distributions of principal on such
Distribution Date) is equal to or greater than 13.50%.

          "Subsequent Cut-off Date": With respect to those Subsequent Mortgage
Loans sold to the Trust Fund pursuant to a Subsequent Transfer Instrument, the
later of (i) first day of the month in which the related Subsequent Transfer
Date occurs or (ii) the date of origination of such Mortgage Loan.

          "Subsequent Group I Mortgage Loan": A Subsequent Mortgage Loan to be
included in Loan Group I.

          "Subsequent Group II Mortgage Loan": A Subsequent Mortgage Loan to be
included in Loan Group II.

          "Subsequent Mortgage Loan": A Mortgage Loan sold by the Depositor to
the Trust Fund pursuant to Section 2.08, such Mortgage Loan being identified on
the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

          "Subsequent Mortgage Loan Interest": Any amount constituting a monthly
payment of interest received or advanced at the Net Mortgage Rate (less the
Trustee Fee Rate) with respect to (i) a Subsequent Group I Mortgage Loan during
the Due Periods relating to the first two Distribution Dates in excess of _____%
per annum and _____% per annum, respectively and (ii) a Subsequent Group II
Mortgage Loan during the Due Periods relating to the first two Distribution
Dates in excess of _____% per annum and _____% per annum, respectively. The
Subsequent



                                       44
<PAGE>



Mortgage Loan Interest shall be distributable to the Class C Certificates. The
Subsequent Mortgage Loan Interest shall not be an asset of any REMIC.

          "Subsequent Mortgage Loan Purchase Agreement": The agreement between
the Depositor and the Seller, regarding the transfer of the Subsequent Mortgage
Loans by the Seller to the Depositor.

          "Subsequent Transfer Date": With respect to each Subsequent Transfer
Instrument, the date on which the related Subsequent Mortgage Loans are sold to
the Trust Fund.

          "Subsequent Transfer Instrument": Each Subsequent Transfer Instrument,
dated as of a Subsequent Transfer Date, executed by the Trustee and the
Depositor substantially in the form attached hereto as Exhibit Q, by which
Subsequent Mortgage Loans are transferred to the Trust Fund.

          "Sub-Servicer": Any Person with which either 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 applicable Servicer.

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

          "Substitution Adjustment": As defined in Section 2.03(d) hereof.

          "Swap Agreement": The transactions evidenced by the ISDA Master
Agreement, together with the Schedule, Swap Confirmation and any related
documents thereto dated as of December 30, 2002, between Greenwich Capital
Derivatives, Inc. and the Auction Administrator.

          "Swap Proceeds Account:" The account created and maintained by the
Auction Administrator pursuant to the Auction Administration Agreement for
purposes of receiving and holding uninvested any proceeds from the Swap
Agreement. The Swap Proceeds Account will be an "outside reserve fund" within
the meaning of Treasury regulation Section 1.860G-2(h). The Swap Proceeds
Account is not an asset of any REMIC. Ownership of the Swap Proceeds Account is
provided for in the Auction Administration Agreement.

          "Tax Matters Person": The tax matters person appointed pursuant to
Section 9.01(e) hereof.

          "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 the REMIC Taxable Income or Net Loss Allocation, or any successor
forms, to be filed by the Trustee on behalf of each REMIC, together with any and
all other information reports or returns that may be required to be furnished to
the



                                       45
<PAGE>



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 10.01(a) hereof.

          "Trigger Event": A Trigger Event is in effect with respect to any
Distribution Date on or after the Stepdown Date if:

          (a) the Delinquency Percentage exceeds 125% of the Credit Enhancement
Percentage or

          (b) the aggregate amount of Realized Losses incurred since the Cut-off
Date through the last day of the related Due Period divided by the aggregate
principal balance of the Initial Mortgage Loans as of the Cut-off Date plus the
Original Pre-Funded Amounts exceeds the applicable percentages set forth below
with respect to such Distribution Date:



            DISTRIBUTION DATE OCCURRING IN       PERCENTAGE
          ----------------------------------     ----------
          January 2006 through December 2006        1.50%
          January 2007 through December 2007        2.25%
          January 2008 through December 2008        2.75%
          January 2009 and thereafter               3.00%

          "Trust": First Franklin Mortgage Loan Trust 2002-FF4, the trust
created hereunder.

          "Trust Fund": All of the assets of the Trust, which is the trust
created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, the Pre-Funding
Accounts, the Dividend Account, the Net WAC Rate Carryover Reserve Account, the
Auction Proceeds Account and the Swap Proceeds Account.

          "Trustee": Wells Fargo Bank Minnesota, National Association, a
national banking association, or any successor trustee appointed as herein
provided.

          "Trustee Fee": The amount payable to the Trustee on each Distribution
Date pursuant to Section 8.05 as compensation for all services rendered by it in
the execution of the trust hereby created and in the exercise and performance of
any of the powers and duties of the Trustee hereunder, which amount shall equal
one twelfth of the product of (i) the Trustee Fee Rate and (ii) the aggregate
Principal Balance of the Mortgage Loans and any REO Properties (after giving
effect to scheduled payments of principal due during the Due Period relating to
the previous Distribution Date, to the extent received or advanced and
prepayments collected during the Prepayment Period relating to the previous
Distribution Date) and any amount in the Pre-Funding Accounts as of the first
day of the calendar month prior to the month of such Distribution Date (or, in
the case of the initial Distribution Date, as of the Cut-off Date).

          "Trustee Fee Rate": 0.0055% per annum.


                                       46
<PAGE>





          "Unadjusted Net WAC 30/360 Rate": For any Distribution Date, a per
annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of
the Mortgage Loans for such Distribution Date.

          "Uncertificated Accrued Interest": With respect to each REMIC Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated Pass- Through Rate on the Uncertificated Principal
Balance of such REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
Act Interest Shortfalls (allocated to such REMIC Regular Interests based on
their respective entitlements to interest irrespective of any Net Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution
Date).

          "Uncertificated Pass-Through Rate": The Uncertificated REMIC 1
Pass-Through Rate and Uncertificated REMIC 2 Pass-Through Rate.

          "Uncertificated Principal Balance": With respect to each REMIC Regular
Interest, the amount of such REMIC Regular Interest outstanding as of any date
of determination. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC Regular Interest shall equal the amount set forth in the
Preliminary Statement hereto as its initial Uncertificated Principal Balance. On
each Distribution Date, the Uncertificated Principal Balance of each REMIC
Regular Interest shall be reduced by all distributions of principal made on such
REMIC Regular Interest 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 4.08, and the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTZZ shall be
increased by interest deferrals as provided in Section 4.08. The Uncertificated
Principal Balance of each REMIC Regular Interest that has an Uncertificated
Principal Balance shall never be less than zero.

          "Uncertificated REMIC 1 Pass-Through Rate": With respect to REMIC 1
Regular Interest LT1A, REMIC 1 Regular Interest LT1B and REMIC 1 Regular
Interest LT1P, the weighted average of the Adjusted Net Mortgage Rates of the
Initial Group I Mortgage Loans for such Distribution Date; provided, however,
with respect to REMIC 1 Regular Interest LT1B, (i) for the first Distribution
Date, _____%, (ii) for the second Distribution Date, _____% and (iii) for each
Distribution Date thereafter, the weighted average of the Adjusted Net Mortgage
Rates of the Group I Mortgage Loans for such Distribution Date. With respect to
REMIC 1 Regular Interests LT1C and LT1D, the weighted average of the Adjusted
Net Mortgage Rates of the Initial Group II Mortgage Loans for such Distribution
Date; provided, however, with respect to REMIC 1 Regular Interest LT2D, (i) for
the first Distribution Date, _____%, (ii) for the second Distribution Date,
_____% and (iii) for each Distribution Date thereafter, the weighted average of
the Adjusted Net Mortgage Rates of the Group II Mortgage Loans for such
Distribution Date.

          "Uncertificated REMIC 2 Pass-Through Rate": With respect to each REMIC
2 Regular Interest and each Distribution Date, a per annum rate equal to the
weighted average of the Uncertificated REMIC 1 Pass-Through Rates of the REMIC 1
Regular Interests, weighted on the basis of each such REMIC 1 Regular Interest's
Uncertificated Principal Balance.



                                       47
<PAGE>

          "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" or "U.S. Person": A citizen or resident of the
United States, a corporation, partnership (or other entity treated as a
corporation or partnership for United States federal income tax purposes)
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 Treasury regulations) provided that, for purposes solely
of the restrictions on the transfer of Residual 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 the
income of which from sources without the United States is includible 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, 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 authority to control all substantial decisions of the trust. The
term "United States" shall have the meaning set forth in Section 7701 of the
Code or successor provisions.

          "Unpaid Interest Shortfall Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and (i) the first Distribution Date,
zero, and (ii) any Distribution Date after the first Distribution Date, the
amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable
Amount for such Class for the immediately preceding Distribution Date and (2)
the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for
such preceding Distribution Date exceeds (b) the aggregate amount distributed on
such Class in respect of interest pursuant to clause (a) of this definition on
such preceding Distribution Date, plus interest on the amount of interest due
but not paid on the Certificates of such Class on such preceding Distribution
Date, to the extent permitted by law, at the Pass-Through Rate for such Class
for the related Accrual Period.

          "Value": With respect to any Mortgaged Property, the lesser of (i) the
lesser of (a) 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
by an appraiser who met the minimum requirements of Fannie Mae and Freddie Mac,
and (b) the value thereof as determined by a review appraisal conducted by the
Originator in the event any such review appraisal determines an appraised value
ten percent or more lower than the value thereof as determined by the appraisal
referred to in clause (i)(a) above 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 lesser of (1) 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
who met the minimum requirements of Fannie Mae and Freddie Mac and (2) the value
thereof as determined by a review appraisal conducted by the Originator in the
event any such review appraisal determines an appraised value ten percent or
more lower than the value thereof as determined by the appraisal referred to in
clause (ii)(1) above.



                                       48
<PAGE>

          "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times the Class A
Certificates, the Mezzanine Certificates and the Class C Certificates shall have
98% of the Voting Rights (allocated among the Holders of the Class A
Certificates, the Mezzanine Certificates and the Class C Certificates in
proportion to the then outstanding Certificate Principal Balances of their
respective Certificates), the Class P Certificates shall have 1% of the Voting
Rights and the Residual Certificates shall have 1% of the Voting Rights. The
Voting Rights allocated to any Class of Certificates (other than the Class P
Certificates and the Residual Certificates) shall be allocated among all Holders
of each such Class in proportion to the outstanding Certificate Principal
Balance of such Certificates and the Voting Rights allocated to the Class P
Certificates and the Residual Certificates shall be allocated among all Holders
of each such Class in proportion to such Holders' respective Percentage
Interest; provided, however that when none of the Regular Certificates are
outstanding, 100% of the Voting Rights shall be allocated among Holders of the
Residual Certificates in accordance with such Holders' respective Percentage
Interests in the Certificates of such Class.

          SECTION 1.02. Accounting.

          Unless otherwise specified herein, for the purpose of any definition
or calculation, whenever amounts are required to be netted, subtracted or added
or any distributions are taken into account such definition or calculation and
any related definitions or calculations shall be determined without duplication
of such functions.

          SECTION 1.03. Allocation of Certain Interest Shortfalls.

          For purposes of calculating the amount of the Monthly Interest
Distributable Amount for the Class A Certificates, the Mezzanine Certificates
and the Class C Certificates for any Distribution Date, (1) the aggregate amount
of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
incurred in respect of the Mortgage Loans for any Distribution Date shall be
allocated first, among the Class C Certificates on a PRO RATA basis based on,
and to the extent of, one month's interest at the then applicable Pass-Through
Rate on the Notional Amount of each such Certificate and, thereafter, among the
Class A Certificates and the Mezzanine Certificates on a PRO RATA basis based
on, and to the extent of, one month's interest at the then applicable respective
Pass- Through Rate on the respective Certificate Principal Balance of each such
Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate
Carryover Amounts, incurred for any Distribution Date shall be allocated among
the Class C Certificates on a PRO RATA basis based on, and to the extent of, one
month's interest at the then applicable Pass-Through Rate on the Notional Amount
of each such Certificate.

          For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 1 Regular Interests for any Distribution Date, the
aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated (i) with respect to the Group I Mortgage
Loans, to REMIC 1 Regular Interest LT1A and REMIC 1 Regular Interest LT1B, in
each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Interest;
provided, however, with respect to the first two Distribution Dates, such
amounts relating to the



                                       49
<PAGE>



Initial Group I Mortgage Loans shall be allocated to REMIC 1 Regular Interest
LT1A and such amounts relating to the Subsequent Group I Mortgage Loans shall be
allocated to REMIC 1 Regular Interest LT1B and (ii) with respect to the Group II
Mortgage Loans, to REMIC 1 Regular Interest LT1C and REMIC 1 Regular Interest
LT1D, in each case to the extent of one month's interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such Uncertificated REMIC 1 Interest;
provided, however, with respect to the first two Distribution Dates, such
amounts relating to the Initial Group II Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1C and such amounts relating to the Subsequent Group
II Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1D.

          For purposes of calculating the amount of Uncertificated Accrued
Interest for the REMIC 2 Regular Interests for any Distribution Date, the
aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act
Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ up to
an aggregate amount equal to the REMIC 2 Interest Loss Allocation Amount, 98%
and 2%, respectively, and thereafter among REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTA1, REMIC 2 Regular Interest LTA2, REMIC 2 Regular Interest
LTA3, REMIC 2 Regular Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3 and REMIC 2 Regular
Interest LTZZ PRO RATA based on, and to the extent of, one month's interest at
the then applicable respective Uncertificated REMIC 2 Pass-Through Rate on the
respective Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.




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<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 in trust 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 (i) each Mortgage Loan
identified on the Mortgage Loan Schedule, including the related Cut-off Date
Principal Balance, all interest accruing thereon on and after the Cut-off Date
and all collections in respect of interest and principal due after the Cut-off
Date; (ii) property which secured each such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in
any insurance policies (including the PMI Policy) in respect of the Mortgage
Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase
Agreement, (v) the right to receive any amounts payable under the Cap Contracts,
(vi) amounts received under the Swap Agreement, (vii) all other assets included
or to be included in the Trust Fund and (viii) all proceeds of any of the
foregoing. Such assignment includes all interest and principal due and collected
by the Depositor or the Servicer after the Cut-off Date with respect to the
Mortgage Loans.

          In connection with such transfer and assignment, the Depositor, does
hereby deliver to, and deposit with the Trustee, or its designated agent (the
"Custodian"), the following documents or instruments with respect to each
Initial Mortgage Loan so transferred and assigned and the Originator, on behalf
of the Depositor, shall, in accordance with Section 2.08, deliver or caused to
be delivered to the Trustee with respect to each Subsequent Mortgage Loan, the
following documents or instruments (with respect to each Mortgage Loan, a
"Mortgage File"):

          (i) the original Mortgage Note, endorsed either (A) in blank, in which
     case the Trustee shall cause the endorsement to be completed or (B) in the
     following form: "Pay to the order of Wells Fargo Bank Minnesota, National
     Association, as Trustee, without recourse" or with respect to any lost
     Mortgage Note, an original Lost Note Affidavit stating that the original
     mortgage note was lost, misplaced or destroyed, together with a copy of the
     related mortgage note; provided, however, that such substitutions of Lost
     Note Affidavits for original Mortgage Notes may occur only with respect to
     Mortgage Loans, the aggregate Cut- off Date Principal Balance of which is
     less than or equal to 1.00% of the Pool Balance as of the Cut-off Date;

          (ii) the original Mortgage with evidence of recording thereon, and the
     original recorded power of attorney, if the Mortgage was executed pursuant
     to a power of attorney, with evidence of recording thereon or, if such
     Mortgage or power of attorney has been submitted for recording but has not
     been returned from the applicable public recording office, has been lost or
     is not otherwise available, a copy of such Mortgage or power of attorney,
     as the case may be, certified to be a true and complete copy of the
     original submitted for recording;



                                       51
<PAGE>



          (iii) an original Assignment, in form and substance acceptable for
     recording. The Mortgage shall be assigned either (A) in blank or (B) to
     "Wells Fargo Bank Minnesota, National Association, as Trustee, without
     recourse";

          (iv) an original copy of any intervening assignment of Mortgage
     showing a complete chain of assignments;

          (v) the original or a certified copy of lender's title insurance
     policy; and

          (vi) the original or copies of each assumption, modification, written
     assurance or substitution agreement, if any.

          The Depositor herewith also delivers to the Trustee an executed copy
of the Mortgage Loan Purchase Agreement and the PMI Policy.

          If any of the documents referred to in Section 2.01(ii), (iii) or (iv)
above has as of the Closing Date (or Subsequent Transfer Date, with respect to
Subsequent Mortgage Loans) been submitted for recording but either (x) has not
been returned from the applicable public recording office or (y) has been lost
or such public recording office has retained the original of such document, the
obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trustee or the Custodian no later than the
Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans), of a copy of each such document certified by the Seller in the case of
(x) above or the applicable public recording office in the case of (y) above to
be a true and complete copy of the original that was submitted for recording and
(2) if such copy is certified by the Seller, delivery to the Trustee or the
Custodian, promptly upon receipt thereof of either the original or a copy of
such document certified by the applicable public recording office to be a true
and complete copy of the original. If the original lender's title insurance
policy, or a certified copy thereof, was not delivered pursuant to Section
2.01(v) above, the Depositor shall deliver or cause to be delivered to the
Trustee or the Custodian, the original or a copy of a written commitment or
interim binder or preliminary report of title issued by the title insurance or
escrow company, with the original or a certified copy thereof to be delivered to
the Trustee or the Custodian, promptly upon receipt thereof. The Servicer or the
Depositor shall deliver or cause to be delivered to the Trustee or the Custodian
promptly upon receipt thereof any other 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 or modification of
any Mortgage Loan.

          Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Trustee
shall enforce the obligations of the Seller under the Mortgage Loan Purchase
Agreement to cure such defect or deliver such missing document to the Trustee or
the Custodian within 120 days. If the Seller does not cure such defect or
deliver such missing document within such time period, the Trustee shall enforce
the obligations of the Seller to either repurchase or substitute for such
Mortgage Loan in accordance with Section 2.03.

          The Trustee shall enforce the obligations of the Seller under the
Mortgage Loan Purchase Agreement to cause the Assignments which were delivered
in blank to be completed and to record all Assignments referred to in Section
2.01(iii) hereof and, to the extent necessary, in



                                       52
<PAGE>



Section 2.01(iv) hereof. The Trustee shall enforce the obligations of the Seller
under the Mortgage Loan Purchase Agreement to deliver such assignments for
recording within 180 days of the Closing Date (or Subsequent Transfer Date, with
respect to Subsequent Mortgage Loans). In the event that any such Assignment is
lost or returned unrecorded because of a defect therein, the Trustee shall
enforce the obligations of the Seller under the Mortgage Loan Purchase Agreement
to promptly have a substitute Assignment prepared or have such defect cured, 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 of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in Maryland) unless the Trustee and the
Depositor receives notice that 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, each Assignment shall be submitted for
recording by the Seller in the manner described above, at no expense to the
Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction
by the Holders of Certificates entitled to at least 25% of the Voting Rights,
(ii) the occurrence of a Servicer Event of Termination, (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 hereof, (v) upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage and (vi)
upon receipt of notice from the Servicer, any Mortgage Loan that is 90 days or
more Delinquent. In the event of (i) through (iv) set forth in the immediately
preceding sentence, the Trustee shall, and in the event of (v) and (vi) set
forth in the immediately preceding sentence, the Servicer shall, enforce the
obligations of the Seller to deliver such Assignments for recording as provided
above, promptly and in any event within 30 days following receipt of notice by
the Seller from the Trustee or the Servicer, as applicable. Notwithstanding the
foregoing, if the Seller fails to pay the cost of recording the Assignments,
such expense will be paid by the Trustee and the Trustee shall be reimbursed for
such expenses by the Trust.

          In the event that any Mortgage Note is endorsed in blank as of the
Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans), promptly following the Closing Date (or Subsequent Transfer Date, with
respect to Subsequent Mortgage Loans), the Trustee shall cause (at the Seller's
expense) to be completed such endorsements "Pay to the order of Wells Fargo Bank
Minnesota, National Association, as Trustee, without recourse."

          The Servicer shall forward to the Custodian original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan entered into in accordance with this Agreement within two weeks of
their execution; provided, however, that the Servicer shall provide the
Custodian with a certified true copy of any such document submitted for
recordation within two weeks of its execution, and shall provide the original of
any document submitted for recordation or a copy of such document certified by
the appropriate public recording office to be a true and complete copy of the
original within 365 days of its submission for recordation. In the event that
the Servicer cannot provide a copy of such document certified by the public
recording office within such 365 day period, the Servicer shall deliver to the
Custodian, within such 365 day period, an Officers' Certificate of the Servicer
which shall (A) identify the recorded document, (B) state that the recorded
document has not been delivered to the Custodian due



                                       53
<PAGE>



solely to a delay caused by the public recording office, (C) state the amount of
time generally required by the applicable recording office to record and return
a document submitted for recordation, if known and (D) specify the date the
applicable recorded document is expected to be delivered to the Custodian, and,
upon receipt of a copy of such document certified by the public recording
office, the Servicer shall immediately deliver such document to the Custodian.
In the event the appropriate public recording office will not certify as to the
accuracy of such document, the Servicer shall deliver a copy of such document
certified by an officer of the Servicer to be a true and complete copy of the
original to the Custodian.

          SECTION 2.02. Acceptance by Trustee.

          Subject to the provisions of Section 2.01 and subject to the review
described below and any exceptions noted on the exception report described in
the next paragraph below, the Trustee acknowledges receipt of the documents
referred to in Section 2.01 above and all other assets included in the
definition of "Trust Fund" and declares that it holds and will hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or will hold all such assets and such other assets included in
the definition of "Trust Fund" in trust for the exclusive use and benefit of all
present and future Certificateholders.

          The Trustee agrees to execute and deliver (or cause the Custodian to
execute and deliver) to the Depositor and the Servicer on or prior to the
Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage
Loans) an acknowledgment of receipt of either (i) the related original Mortgage
Note or (ii) a Lost Note Affidavit, for each Mortgage Loan (with any exceptions
noted), substantially in the form attached as Exhibit F-3 hereto.

          The Trustee agrees, for the benefit of the Certificateholders, to
review, or that it has reviewed pursuant to Section 2.01 (or to cause the
Custodian to review or that it has caused the Custodian to have reviewed) each
Mortgage File on or prior to the Closing Date, with respect to each Initial
Mortgage Loan or the Subsequent Transfer Date, with respect to each Subsequent
Mortgage Loan (or, with respect to any document delivered after the Startup Day,
within 45 days of receipt and with respect to any Qualified Substitute Mortgage,
within 45 days after the assignment thereof). The Trustee further agrees, for
the benefit of the Certificateholders, to certify to the Depositor and the
Servicer in substantially the form attached hereto as Exhibit F-1, within 45
days after the Closing Date, with respect to each Initial Mortgage Loan and the
Subsequent Transfer Date, with respect to each Subsequent Mortgage Loan (or,
with respect to any document delivered after the Startup Day, within 45 days of
receipt and with respect to any Qualified Substitute Mortgage, within 45 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 appear on their face to 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 (1) and (2) 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 (or
the Custodian, as applicable) is under no duty or obligation to inspect, review
or examine any such documents, instruments, certificates



                                       54
<PAGE>


or other papers to determine that they are genuine, legally enforceable, valid
or binding 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.

          Prior to the first anniversary date of this Agreement the Trustee
shall deliver (or cause the Custodian to deliver) to the Depositor and the
Servicer a final certification in the form annexed hereto as Exhibit F-2, with
any applicable exceptions noted thereon.

          If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
(or the Custodian, as applicable) finds any document or documents constituting a
part of a Mortgage File to be missing or defective in any material respect, at
the conclusion of its review the Trustee shall so notify the Seller, the
Depositor and the Servicer. In addition, upon the discovery by the Depositor or
the Servicer (or upon receipt by the Trustee of written notification of such
breach) of a breach of any of the representations and warranties made by the
Seller in the Mortgage Loan Purchase Agreement in respect of any Mortgage Loan
which materially adversely affects such Mortgage Loan or the interests of the
related Certificateholders in such Mortgage Loan, the party discovering such
breach shall give prompt written notice to the other parties to this Agreement.

          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.

          (a) Upon discovery or receipt of written 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
of such defect, missing document or breach and request that the Seller deliver
such missing document or that the Seller cure such defect or breach within 120
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 if the
Seller does not cure such defect or breach in all material respects during such
period, the Trustee shall enforce the Seller's obligation under the Mortgage
Loan Purchase Agreement and cause the Seller to repurchase such Mortgage Loan
from the Trust Fund at the Purchase Price on or prior to the Determination Date
following the expiration of such 120 day period (subject to Section 2.03(e));
provided that, in connection with any such breach that could not reasonably have
been cured within such 120 day period, if the Seller has commenced to cure such
breach within such 120 day period,



                                       55
<PAGE>



the Seller shall be permitted to proceed thereafter diligently and expeditiously
to cure the same within the additional period provided under the Mortgage Loan
Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan shall
be remitted to the Servicer for deposit in the Collection Account, and the
Trustee, upon receipt of written certification from the 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 (it being understood
that the Trustee shall have no responsibility for determining the sufficiency of
such assignment for its intended purpose). In lieu of repurchasing any such
Mortgage Loan as provided above, the Seller may cause such Mortgage Loan to be
removed from the Trust Fund (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 against the
Seller respecting such omission, defect or breach available to the Trustee on
behalf of the Certificateholders.

          (b) Within 90 days of the earlier of discovery by the Depositor or
receipt of notice by the Depositor of the breach of any representation, warranty
or covenant of the Depositor set forth in Section 2.06, which materially and
adversely affects the the interests of the Certificateholders in any Mortgage
Loan, the Depositor shall cure such breach in all material respects.

          (c) Within 90 days of the earlier of discovery by the Servicer or
receipt of notice by the Servicer of the breach of any representation, warranty
or covenant of the Servicer set forth in Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the 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 last Business Day that is within two years after the Closing Date. 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 Mortgage Note, the Mortgage and the Assignment to the Trustee, and
such other 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 Adjustment (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 45 days thereafter,
shall review such documents as specified in Section 2.02 and deliver to the
Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit F-1, with any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee shall deliver to the Servicer a certification
substantially in the form of Exhibit F-2 hereto with respect to such Qualified
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the
month of substitution are not part of the Trust Fund and will be retained by the
Seller. For the month of



                                       56
<PAGE>



substitution, distributions to Certificateholders will reflect the collections
and recoveries in respect of such Deleted Mortgage Loan in the Due Period
preceding 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 Seller shall give or cause to be given written notice to the Trustee,
who shall forward such notice to the Certificateholders, that such substitution
has taken place, shall amend the Mortgage Loan Schedule 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. Upon such
substitution by the Seller, 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 as of the date of substitution.

          For any month in which the Seller substitutes one or more Qualified
Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer
will determine the amount (the "Substitution Adjustment"), if any, by which the
aggregate Purchase Price of all such Deleted Mortgage Loans exceeds the
aggregate, as to each such Qualified Substitute Mortgage Loan, of the principal
balance thereof as of the date of substitution, together with one month's
interest on such principal balance at the applicable Mortgage Rate. On the date
of such substitution, the Seller will deliver or cause to be delivered to the
Servicer for deposit in the Collection Account an amount equal to the
Substitution Adjustment, if any, and the Trustee, upon receipt of the related
Qualified Substitute Mortgage Loan or Loans and certification by the 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 an Opinion of Counsel to the effect that such substitution will not
cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(I) of the Code or on "contributions after the startup date" under
Section 860G(d)(I) of the Code or (b) any REMIC to fail to qualify as a REMIC at
any time that any Certificate is outstanding. If such Opinion of Counsel can not
be delivered, then such substitution may only be effected at such time as the
required Opinion of Counsel can be given.

          (e) Upon discovery by the Depositor, the Servicer 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 hereto. In
connection therewith, the Seller or the Depositor, as the case may be, 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 90 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 (i) by 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 any representation or warranty of the
Depositor set forth in Section 2.06, or if its status as a non-qualified
mortgage is a



                                       57
<PAGE>


breach of no representation or warranty. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.03(a) or 2.03(d), if
made by the Seller, or Section 2.03(b), if made by the Depositor. 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. Intentionally Omitted.

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

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

          (i) The Servicer is duly organized, validly existing, and in good
     standing under the laws of the jurisdiction of its formation and has all
     licenses necessary to carry on its business as now being conducted and is
     licensed, qualified and in good standing in the states where the Mortgaged
     Property is located if the laws of such state require licensing or
     qualification in order to conduct business of the type conducted by the
     Servicer or to ensure the enforceability or validity of each Mortgage Loan;
     the Servicer has the power and authority to execute and deliver this
     Agreement and to perform in accordance herewith; the execution, delivery
     and performance of this Agreement (including all instruments of transfer to
     be delivered pursuant to this Agreement) by the Servicer and the
     consummation of the transactions contemplated hereby have been duly and
     validly authorized; this Agreement evidences the valid, binding and
     enforceable obligation of the Servicer, subject to applicable bankruptcy,
     insolvency, reorganization, moratorium or other similar laws affecting the
     enforcement of creditors' rights generally; and all requisite corporate
     action has been taken by the Servicer to make this Agreement valid and
     binding upon the Servicer in accordance with its terms;

          (ii) The consummation of the transactions contemplated by this
     Agreement are in the ordinary course of business of the Servicer and will
     not result in the breach of any term or provision of the charter or by-laws
     of the Servicer or result in the breach of any term or provision of, or
     conflict with or constitute a default under or result in the acceleration
     of any obligation under, any agreement, indenture or loan or credit
     agreement or other instrument to which the Servicer or its property is
     subject, or result in the violation of any law, rule, regulation, order,
     judgment or decree to which the Servicer or its property is subject;

          (iii) The execution and delivery of this Agreement by the Servicer and
     the performance and compliance with its obligations and covenants hereunder
     do not require the consent or approval of any governmental authority or, if
     such consent or approval is required, it has been obtained;

          (iv) This Agreement, and all documents and instruments contemplated
     hereby which are executed and delivered by the Servicer, constitute and
     will constitute valid, legal and binding obligations of the Servicer,
     enforceable in accordance with their respective



                                       58
<PAGE>



     terms, except as the enforcement thereof may be limited by applicable
     bankruptcy laws and general principles of equity;

          (v) [Reserved];

          (vi) The Servicer does not believe, nor does it have any reason or
     cause to believe, that it cannot perform each and every covenant contained
     in this Agreement;

          (vii) There is no action, suit, proceeding or investigation pending
     or, to its knowledge, threatened against the Servicer that, either
     individually or in the aggregate, (A) may result in any change in the
     business, operations, financial condition, properties or assets of the
     Servicer that might prohibit or materially and adversely affect the
     performance by such Servicer of its obligations under, or validity or
     enforceability of, this Agreement, or (B) may result in any material
     impairment of the right or ability of the Servicer to carry on its business
     substantially as now conducted, or (C) may result in any material liability
     on the part of the Servicer, or (D) would draw into question the validity
     or enforceability of this Agreement or of any action taken or to be taken
     in connection with the obligations of the Servicer contemplated herein, or
     (E) would otherwise be likely to impair materially the ability of the
     Servicer to perform under the terms of this Agreement;

          (viii) Neither this Agreement nor any information, certificate of an
     officer, statement furnished in writing or report delivered to the Trustee
     by the Servicer in connection with the transactions contemplated hereby
     contains any untrue statement of a material fact;

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

          (x) The Servicer will not waive any Prepayment Charge unless it is
     waived in accordance with the standard set forth in Section 3.01; and

          (xi) The Servicer has fully furnished and will continue to fully
     furnish, in accordance with the Fair Credit Reporting Act and its
     implementing regulations, accurate and complete information (e.g.,
     favorable and unfavorable) on its borrower credit files to Equifax,
     Experian and Trans Union Credit Information Company or their successors
     (the "Credit Repositories") on a monthly basis.

          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
Depositor and the Certificateholders. Upon discovery by any of the Depositor,
the Servicer 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, Prepayment Charge 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 Servicer and the Trustee. Notwithstanding the foregoing, within 90 days
of the earlier of discovery by the Servicer or receipt of notice by the Servicer
of the breach of the representation or



                                       59
<PAGE>



covenant of the Servicer set forth in Section 2.05(x) above which materially and
adversely affects the interests of the Holders of the Class P Certificates in
any Prepayment Charge, the Servicer must pay the amount of such waived
Prepayment Charge, for the benefit of the holders of the Class P Certificates,
by depositing such amount into the Collection Account. The foregoing shall not,
however, limit any remedies available to the Certificateholders, the Depositor
or the Trustee on behalf of the Certificateholders, pursuant to the Mortgage
Loan Purchase Agreement respecting a breach of the representations, warranties
and covenants of the Seller made in its capacity as a party to the Mortgage Loan
Purchase Agreement.

          SECTION 2.06. Representations and Warranties of the Depositor.

          The Depositor represents and warrants to the Trust and the Trustee on
behalf of the Certificateholders as follows:

          (i) This agreement constitutes a legal, valid and binding obligation
     of the Depositor, enforceable against the Depositor in accordance with its
     terms, except as enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium or other similar laws now or
     hereafter in effect affecting the enforcement of creditors' rights in
     general and except as such enforceability may be limited by general
     principles of equity (whether considered in a proceeding at law or in
     equity);

          (ii) Immediately prior to the sale and assignment by the Depositor to
     the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had
     good and marketable title to each Mortgage Loan (insofar as such title was
     conveyed to it by the Seller) subject to no prior lien, claim,
     participation interest, mortgage, security interest, pledge, charge or
     other encumbrance or other interest of any nature;

          (iii) As of the Closing Date, the Depositor has transferred all right,
     title and interest in the Mortgage Loans to the Trustee on behalf of the
     Trust;

          (iv) The Depositor has not transferred the Mortgage Loans to the
     Trustee on behalf of the Trust with any intent to hinder, delay or defraud
     any of its creditors;

          (v) The Depositor has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of Delaware, with full
     corporate power and authority to own its assets and conduct its business as
     presently being conducted;

          (vi) The Depositor is not in violation of its articles of
     incorporation or by-laws or in default in the performance or observance of
     any material obligation, agreement, covenant or condition contained in any
     contract, indenture, mortgage, loan agreement, note, lease or other
     instrument to which the Depositor is a party or by which it or its
     properties may be bound, which default might result in any material adverse
     changes in the financial condition, earnings, affairs or business of the
     Depositor or which might materially and adversely affect the properties or
     assets, taken as a whole, of the Depositor;




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<PAGE>



          (vii) The execution, delivery and performance of this Agreement by the
     Depositor, and the consummation of the transactions contemplated thereby,
     do not and will not result in a material breach or violation of any of the
     terms or provisions of, or, to the knowledge of the Depositor, constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement or
     other agreement or instrument to which the Depositor is a party or by which
     the Depositor is bound or to which any of the property or assets of the
     Depositor is subject, nor will such actions result in any violation of the
     provisions of the articles of incorporation or by-laws of the Depositor or,
     to the best of the Depositor's knowledge without independent investigation,
     any statute or any order, rule or regulation of any court or governmental
     agency or body having jurisdiction over the Depositor or any of its
     properties or assets (except for such conflicts, breaches, violations and
     defaults as would not have a material adverse effect on the ability of the
     Depositor to perform its obligations under this Agreement);

          (viii) To the best of the Depositor's knowledge without any
     independent investigation, no consent, approval, authorization, order,
     registration or qualification of or with any court or governmental agency
     or body of the United States or any other jurisdiction is required for the
     issuance of the Certificates, or the consummation by the Depositor of the
     other transactions contemplated by this Agreement, except such consents,
     approvals, authorizations, registrations or qualifications as (a) may be
     required under State securities or Blue Sky laws, (b) have been previously
     obtained or (c) the failure of which to obtain would not have a material
     adverse effect on the performance by the Depositor of its obligations
     under, or the validity or enforceability of, this Agreement; and

          (ix) There are no actions, proceedings or investigations pending
     before or, to the Depositor's knowledge, threatened by any court,
     administrative agency or other tribunal to which the Depositor is a party
     or of which any of its properties is the subject: (a) which if determined
     adversely to the Depositor would have a material adverse effect on the
     business, results of operations or financial condition of the Depositor;
     (b) asserting the invalidity of this Agreement or the Certificates; (c)
     seeking to prevent the issuance of the Certificates or the consummation by
     the Depositor of any of the transactions contemplated by this Agreement, as
     the case may be; or (d) which might materially and adversely affect the
     performance by the Depositor of its obligations under, or the validity or
     enforceability of, this Agreement.

          SECTION 2.07. Issuance of 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
Sections 2.01 and 2.02, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such assignment and delivery and in exchange therefor, the
Trustee, 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, together with the Dividend Account Certificate,
constitute the entire beneficial ownership interest in the Trust Fund.



                                       61
<PAGE>

          SECTION 2.08. Conveyance of the Subsequent Mortgage Loans.

          (a) Subject to the conditions set forth in paragraph (b) below in
consideration of the Trustee's delivery on the Subsequent Transfer Dates to or
upon the order of the Depositor of all or a portion of the balance of funds in
the Pre-Funding Accounts, the Depositor shall on any Subsequent Transfer Date
sell, transfer, assign, set over and convey without recourse to the Trust Fund
but subject to the other terms and provisions of this Agreement all of the
right, title and interest of the Depositor in and to (i) the Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule attached to the related
Subsequent Transfer Instrument delivered by the Depositor on such Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date and all collections in respect of interest and principal due after
the Subsequent Cut-off Date and (iii) all items with respect to such Subsequent
Mortgage Loans to be delivered pursuant to Section 2.01 and the other items in
the related Mortgage Files; PROVIDED, HOWEVER, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Subsequent Mortgage Loans prior to the related Subsequent
Cut-off Date. The transfer to the Trustee for deposit in the Mortgage Pool by
the Depositor of the Subsequent Mortgage Loans identified on the Mortgage Loan
Schedule shall be absolute and is intended by the Depositor, the Servicer, the
Trustee and the Certificateholders to constitute and to be treated as a sale of
the Subsequent Mortgage Loans by the Depositor to the Trust Fund. The related
Mortgage File for each Subsequent Mortgage Loan shall be delivered to the
Trustee at least three Business Days prior to the related Subsequent Transfer
Date.

          The purchase price paid by the Trustee from amounts released from the
Group I Pre- Funding Account or the Group II Pre-Funding Account, as applicable,
shall be one-hundred percent (100%) of the aggregate Stated Principal Balance of
the related Subsequent Mortgage Loans so transferred (as identified on the
Mortgage Loan Schedule provided by the Depositor). This Agreement shall
constitute a fixed-price purchase contract in accordance with Section
860G(a)(3)(A)(ii) of the Code.

          (b) The Depositor shall transfer to the Trustee for deposit in the
Mortgage Pool the Subsequent Mortgage Loans and the other property and rights
related thereto as described in paragraph (a) above, and the Trustee shall
release funds from the Group I Pre-Funding Account or the Group II Pre-Funding
Account, as applicable, only upon the satisfaction of each of the following
conditions on or prior to the related Subsequent Transfer Date:

          (i) the Depositor shall have provided the Trustee and the Rating
Agencies with a timely Addition Notice and shall have provided any information
reasonably requested by the Trustee with respect to the Subsequent Mortgage
Loans;

          (ii) the Depositor shall have delivered to the Trustee a duly executed
     Subsequent Transfer Instrument, which shall include a Mortgage Loan
     Schedule listing the Subsequent Mortgage Loans, and the Seller shall have
     delivered a computer file containing such Mortgage Loan Schedule to the
     Trustee at least three Business Days prior to the related Subsequent
     Transfer Date;



                                       62
<PAGE>



          (iii) as of each Subsequent Transfer Date, as evidenced by delivery of
     the Subsequent Transfer Instrument, substantially in the form of Exhibit O,
     the Depositor shall not be insolvent nor shall it have been rendered
     insolvent by such transfer nor shall it be aware of any pending insolvency;

          (iv) such sale and transfer shall not result in a material adverse tax
     consequence to the Trust Fund or the Certificateholders;

          (v) the Funding Period shall not have terminated;

          (vi) the Depositor shall not have selected the Subsequent Mortgage
     Loans in a manner that it believed to be adverse to the interests of the
     Certificateholders;

          (vii) the Depositor shall have delivered to the Trustee a Subsequent
     Transfer Instrument confirming the satisfaction of the conditions precedent
     specified in this Section 2.08 and, pursuant to the Subsequent Transfer
     Instrument, assigned to the Trustee without recourse for the benefit of the
     Certificateholders all the right, title and interest of the Depositor, in,
     to and under the Subsequent Mortgage Loan Purchase Agreement, to the extent
     of the Subsequent Mortgage Loans; and

          (viii) the Depositor shall have delivered to the Trustee an Opinion of
     Counsel addressed to the Trustee and the Rating Agencies with respect to
     the transfer of the Subsequent Mortgage Loans substantially in the form of
     the Opinion of Counsel delivered to the Trustee on the Closing Date
     regarding the true sale of the Subsequent Mortgage Loans.

          (c) The obligation of the Trust Fund to purchase a Subsequent Mortgage
Loan on any Subsequent Transfer Date is subject to the satisfaction of the
conditions set forth in the immediately following paragraph and the accuracy of
the following representations and warranties with respect to each such
Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as
of the last day of the month preceding the Subsequent Cut-off Date; (ii) the
original term to stated maturity of such Subsequent Mortgage Loan will not be
less than 180 months and will not exceed 360 months; (iii) such Subsequent
Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (iv)
such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a
weighted average term since origination not in excess of 360 months; (v) such
Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage
Rate that is not less than 5.750% per annum or greater than 11.250% per annum;
(vi) such Subsequent Mortgage Loan must have a first payment date occurring on
or before February 1, 2003; (vii) if the Subsequent Mortgage Loan is an
Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross
Margin not less than 1.250% per annum; (viii) if the Subsequent Mortgage Loan is
an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a
Maximum Mortgage Rate not less than 10.000% per annum; (ix) if the Subsequent
Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan
will have a Minimum Mortgage Rate not less than 4.500% per annum, (x) the
Subsequent Mortgage Loan may not provide for negative amortization; (xi) such
Subsequent Mortgage Loan shall have been serviced by the Servicer since
origination or the date of purchase and (xii) such Subsequent Mortgage Loan
shall have been underwritten in accordance with the criteria



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<PAGE>


set forth under "First Franklin Financial Corporation--Underwriting Standards"
in the Prospectus Supplement.

          (d) Following the purchase of any Subsequent Group I Mortgage Loan by
the Trust, the Group I Mortgage Loans (including such Subsequent Group I
Mortgage Loans) will: (i) have a weighted average original term to stated
maturity of not more than 360 months; (ii) have a weighted average Mortgage Rate
of not less than 7.000% per annum and not more than 7.509% per annum; (iii) have
a weighted average Loan-to-Value Ratio of not more than 84.00%; (iv) have no
Mortgage Loan with a Principal Balance which does not conform to Fannie Mae and
Freddie Mac guidelines; (v) will consist of Mortgage Loans covered by the PMI
Policy representing no less than 95.00% by aggregate Principal Balance of the
Group I Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment
Charges representing no less than 85.00% by aggregate Principal Balance of the
Group I Mortgage Loans; and (vi) have no more than 14.00% of Fixed Rate Mortgage
Loans by aggregate Principal Balance of the Group I Mortgage Loans. In addition,
the Adjustable Rate Group I Mortgage Loans will have a weighted average Gross
Margin not less than 4.500% per annum. For purposes of the calculations
described in this paragraph, percentages of the Group I Mortgage Loans will be
based on the Principal Balance of the Initial Group I Mortgage Loans as of the
Cut-off Date and the Principal Balance of the Subsequent Group I Mortgage Loans
as of the related Subsequent Cut-off Date.

          Following the purchase of any Subsequent Group II Mortgage Loan by the
Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage
Loans) will: (i) have a weighted average original term to stated maturity of not
more than 360 months; (ii) have a weighted average Mortgage Rate of not less
than 6.500% per annum and not more than 7.000% per annum; (iii) have a weighted
average Loan-to-Value Ratio of not more than 82.00%; (iv) have no Mortgage Loan
with a principal balance in excess of $1,000,000; (v) will consist of Mortgage
Loans covered by the PMI Policy representing no less than 94.00% by aggregate
Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than 80.00% by aggregate
Principal Balance of the Group II Mortgage Loans; and (vi) have no more than
13.00% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group
II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will
have a weighted average Gross Margin not less than 4.350% per annum. For
purposes of the calculations described in this paragraph, percentages of the
Group II Mortgage Loans will be based on the Principal Balance of the Initial
Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the
Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.

          (e) Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage
Loan would adversely affect the ratings of any Class of Certificates. At least
one Business Day prior to the Subsequent Transfer Date, each Rating Agency shall
notify the Trustee as to which Subsequent Mortgage Loans, if any, shall not be
included in the transfer on the Subsequent Transfer Date; provided, however,
that the Seller shall have delivered to each Rating Agency at least three
Business Days prior to such Subsequent Transfer Date a computer file acceptable
to each Rating Agency describing the characteristics specified in paragraphs (c)
and (d) above.



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<PAGE>

          SECTION 2.09. Conveyance of REMIC Regular Interests and Acceptance
                        of REMIC 2 and REMIC 3 by the Trustee; Issuance of
                        Certificates.

          (a) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the assets described in the definition of REMIC 1for the benefit of
the holders of the REMIC 1 Regular Interests (which are uncertificated) and the
Class R Certificates (in respect of the Class R-1 Interest). The Trustee
acknowledges receipt of the assets described in the definition of REMIC 1 and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of the holders of the REMIC 1 Regular Interests and the Class R
Certificates (in respect of the Class R-1 Interest). The interests evidenced by
the Class R-1 Interest, together with the REMIC 1 Regular Interests, constitute
the entire beneficial ownership interest in REMIC 1.

          (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 1 Regular Interests for the benefit of the holders of the
REMIC 2 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges
receipt of the REMIC 1 Regular Interests and declares that it holds and will
hold the same in trust for the exclusive use and benefit of the holders of the
REMIC 2 Regular Interests and the Class R Certificates (in respect of the Class
R-2 Interest). The interests evidenced by the Class R-2 Interest, together with
the REMIC 2 Regular Interests, constitute the entire beneficial ownership
interest in REMIC 2.

          (c) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey in trust to
the Trustee without recourse all the right, title and interest of the Depositor
in and to the REMIC 2 Regular Interests (which are uncertificated) for the
benefit of the Holders of the Regular Certificates and the Class R Certificates
(in respect of the Class R-3 Interest). The Trustee acknowledges receipt of the
REMIC 2 Regular Interests and declares that it holds and will hold the same in
trust for the exclusive use and benefit of the Holders of the Regular
Certificates and the Class R Certificates (in respect of the Class R-3
Interest). The interests evidenced by the Class R-3 Interest, together with the
Regular Certificates, constitute the entire beneficial ownership interest in
REMIC 3.

          (d) Concurrently with (i) the assignment and delivery to the Trustee
of REMIC 1 and the acceptance by the Trustee thereof, pursuant to Section 2.01
and Section 2.02, (ii) the assignment and delivery to the Trustee of REMIC 2
(including the Residual Interest therein represented by the Class R-2 Interest)
and the acceptance by the Trustee thereof, pursuant to Section 2.07, (iii) the
assignment and delivery to the Trustee of REMIC 3 (including the Residual
Interest therein represented by the Class R-3 Interest) and the acceptance by
the Trustee thereof, pursuant to Section 2.07(c), the Trustee, 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
Class R Certificates in authorized denominations evidencing the Class R-1
Interest, the Class R-2 Interest and the Class R-3 Interest.






                                       65
<PAGE>



                                       66
<PAGE>


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

          SECTION 3.01. Servicer to Act as Servicer.

          The Servicer shall service and administer the Mortgage Loans on behalf
of the Trust and in the best interests of and for the benefit of the
Certificateholders (as determined by the Servicer in its reasonable judgment) in
accordance with the terms of this Agreement and the 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 mortgage lenders
and loan servicers administering similar mortgage loans but without regard to:

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

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

          (iii) the Servicer's obligation to make Advances or Servicing
     Advances; or

          (iv) the 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 Servicer (a) shall
seek the timely and complete recovery of principal and interest on the Mortgage
Notes and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment
Charge only under the following circumstances: (i) such waiver is standard and
customary in servicing similar Mortgage Loans and (ii) either (A) such waiver
relates to a default or a reasonably foreseeable default and would, in the
reasonable judgment of the Servicer, maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related Mortgage Loan
or (B) such waiver is made in connection with a refinancing of the related
Mortgage Loan unrelated to a default or a reasonably foreseeable default where
(x) the related mortgagor has stated to the Servicer or an applicable
Sub-Servicer an intention to refinance the related Mortgage Loan and (y) the
Servicer has concluded in its reasonable judgement that the waiver of such
Prepayment Charge would induce such mortgagor to refinance with the Servicer;
provided, however, that the Servicer shall waive no more than 5.00% of the
Prepayment Charges (by number of Prepayment Charges) set forth on the Prepayment
Charge Schedule in accordance with clause (ii)(B) above or (iii) collection of
such Prepayment Charge is prohibited by applicable law. If a Prepayment Charge
is waived as permitted by meeting the standards described in clauses (i) and
(ii)(B) above, then the Servicer is required to pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
by depositing such amount into the Collection Account together with and at the
time that the amount prepaid on the related Mortgage Loan is required to be
deposited into the Collection Account. Notwithstanding any other provisions of
this Agreement, any payments made by the Servicer in respect of any waived
Prepayment Charges



                                       67
<PAGE>



pursuant to clauses (i) and (ii)(B) above shall be deemed to be paid outside of
the Trust Fund. Subject only to the above-described servicing standards and the
terms of this Agreement and of the Mortgage Loans, the 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 Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the 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, 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 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 Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of each insurer under
any standard hazard insurance policy. Subject to Section 3.17, within 15 days of
the Closing Date, the Trustee shall execute, at the written request of the
Servicer, and furnish to the Servicer and any Sub-Servicer a limited power of
attorney provided to the Trustee in the form of Exhibit I, executed by each
payee or last endorsee, as applicable, of each of the Mortgage Notes and each
mortgagee or last assignee, as applicable, of each of the Mortgages and other
documents necessary or appropriate to enable the Servicer or any Sub-Servicer to
carry out their servicing and administrative duties hereunder; PROVIDED, such
limited powers of attorney or other documents shall be prepared by the Servicer
and submitted to the Trustee for execution. The Trustee shall not be liable for
the actions of the Servicer or any Sub-Servicers under such powers of attorney.

          Subject to Section 3.09 hereof, in accordance with the standards of
the preceding paragraph, the Servicer, on escrowed accounts, 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, 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 Servicer or by Sub-Servicers in effecting the
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
Servicer may not make any future advances with respect to a Mortgage Loan
(except as provided in Section 4.04) and the 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 change the final maturity date on such
Mortgage Loan (unless, as provided in Section 3.07, the Mortgagor is in default
with respect to the Mortgage Loan or such default is, in the judgment of the
Servicer, reasonably foreseeable) 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
Treasury regulations



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promulgated thereunder) and (B) cause any REMIC created hereunder 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.

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

          (a) The Servicer may enter into Sub-Servicing Agreements with
Sub-Servicers for the servicing and administration of the Mortgage Loans;
provided, however, that such agreements would not result in a withdrawal or a
downgrading by any Rating Agency of the rating on any Class of Certificates. The
Trustee is hereby authorized to acknowledge, at the request of the Servicer, any
Sub-Servicing Agreement that meets the requirements applicable to Sub-Servicing
Agreements set forth in this Agreement and that is otherwise permitted under
this Agreement.

          Each Sub-Servicer shall be (i) authorized to transact business in the
state or states where 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 and (ii) 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 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 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; provided,
further, that the consent of the Holders of Certificates entitled to at least
66% of the Voting Rights shall not be required (i) to cure any ambiguity or
defect in a Sub-Servicing Agreement, (ii) to correct, modify or supplement any
provisions of a Sub- Servicing Agreement, or (iii) to make any other provisions
with respect to matters or questions arising under a Sub-Servicing Agreement,
which, in each case, shall not be inconsistent with the provisions of this
Agreement. 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 Servicer, are conclusively
deemed to be inconsistent with this Agreement and therefore prohibited. The
Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements,
and any amendments or modifications thereof, promptly upon the Servicer's
execution and delivery of such instruments.

          (b) As part of its servicing activities hereunder, the Servicer, 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



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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
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The 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. Enforcement of the Mortgage
Loan Purchase Agreement against the Seller shall be effected by the Servicer to
the extent it is not the Seller and otherwise by the Trustee in accordance with
the foregoing provisions of this paragraph.

          SECTION 3.03. Successor Sub-Servicers.

          The 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 Servicer without any act or deed on the part of such Sub-Servicer or the
Servicer, and the Servicer either shall service directly the related Mortgage
Loans 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 Servicer or the Trustee (if the
Trustee is acting as Servicer) without fee, in accordance with the terms of this
Agreement, in the event that the Servicer (or the Trustee, if such party is then
acting as Servicer) shall, for any reason, no longer be the Servicer (including
termination due to a Servicer Event of Termination).

          SECTION 3.04. Liability of the Servicer.

          Notwithstanding any Sub-Servicing Agreement or the provisions of this
Agreement relating to agreements or arrangements between the Servicer and a
Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise,
the 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 Servicer alone
were servicing and administering the Mortgage Loans. The Servicer shall be
entitled to enter into any agreement with a Sub-Servicer for indemnification of
the 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 and
                        the Trustee or Certificateholders.




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<PAGE>



          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
Servicer alone, and the Trustee or 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 Servicer shall be solely liable for all fees owed by it to any
Sub-Servicer, irrespective of whether the Servicer's compensation pursuant to
this Agreement is sufficient to pay such fees.

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

          In the event the Servicer shall for any reason no longer be the
servicer (including by reason of the occurrence of a Servicer Event of
Termination), the Trustee shall thereupon assume all of the rights and
obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
may have entered into, unless the Trustee elects to terminate any Sub-Servicing
Agreement in accordance with its terms as provided in Section 3.03. Upon such
assumption, the Trustee (or the successor servicer appointed pursuant to Section
7.02) shall be deemed, subject to Section 3.03, to have assumed all of the
departing Servicer's interest therein and to have replaced the departing
Servicer as a party to each Sub-Servicing Agreement to the same extent as if
each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the departing Servicer shall not thereby be relieved of any liability
or obligations under any Sub-Servicing Agreement that arose before it ceased to
be the Servicer and (ii) neither the Trustee nor any successor Servicer shall be
deemed to have assumed any liability or obligation of the Servicer that arose
before it ceased to be the Servicer.

          The Servicer at its expense shall, upon request of the Trustee,
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. All Servicing Transfer Costs
shall be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Servicer defaults in its
obligation to pay such costs, such costs shall be paid by the successor Servicer
or the Trustee (in which case the successor Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust).

          SECTION 3.07. Collection of Certain Mortgage Loan Payments.

          The 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 and the terms
and provisions of 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
Servicer may in its discretion (i) waive any late payment charge or, if
applicable, any penalty interest, or (ii) extend the due dates for the Monthly
Payments due on a Mortgage Note for a period of not greater than 180 days;
provided, however, 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



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as provided below. In the event of any such arrangement pursuant to clause (ii)
above, the Servicer shall make timely advances on such Mortgage Loan during such
extension pursuant to Section 4.04 and in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan
is in default or, in the judgment of the Servicer, such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in Section
3.01, may also waive, modify or vary any term of such Mortgage Loan (including
modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan),
accept payment from the related Mortgagor of an amount less than the Stated
Principal Balance in final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"). The Servicer's analysis supporting any
forbearance and the conclusion that any forbearance meets the standards of
Section 3.01 shall be reflected in writing in the Mortgage File.

          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 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 one Business Day 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 such amounts in the Sub-Servicing Account, in no event more
than two Business Days after the receipt of such amounts. The Sub-Servicer shall
thereafter deposit such proceeds in the Collection Account or remit such
proceeds to the 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 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 Servicer shall establish and maintain, or cause to be established
and maintained, one or more accounts (the "Servicing Accounts"), into which all
Escrow Payments shall be deposited and retained. Servicing Accounts shall be
Eligible Accounts. The Servicer shall deposit in the clearing account 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 one Business Day after the 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 two
Business Days after the receipt of such Escrow Payments, all Escrow Payments
collected on account of the Mortgage Loans for the purpose of effecting the
payment of



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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
taxes, assessments, hazard insurance premiums, and comparable items in a manner
and at a time that assures that the lien priority of the Mortgage is not
jeopardized (or, with respect to the payment of taxes, in a manner and at a time
that avoids the loss of the Mortgaged Property due to a tax sale or the
foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a
Sub-Servicer to the extent provided in the related Sub- Servicing Agreement) out
of related collections for any Servicing 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; or (v) clear and terminate the Servicing
Account at the termination of the Servicer's obligations and responsibilities in
respect of the Mortgage Loans under this Agreement in accordance with Article X.
In the event the Servicer shall deposit in a Servicing Account any amount not
required to be deposited therein, it may at any time withdraw such amount from
such Servicing Account, any provision herein to the contrary notwithstanding.
The Servicer will be responsible for the administration of the Servicing
Accounts and will be obligated to make Servicing Advances to such accounts when
and as necessary to avoid the lapse of insurance coverage on the Mortgaged
Property, or which the Servicer knows, or in the exercise of the required
standard of care of the Servicer hereunder should know, is necessary to avoid
the loss of the Mortgaged Property due to a tax sale or the foreclosure as a
result of a tax lien. If any such payment has not been made and the Servicer
receives notice of a tax lien with respect to the Mortgage being imposed, the
Servicer will, promptly and to the extent required to avoid loss of the
Mortgaged Property, advance or cause to be advanced funds necessary to discharge
such lien on the Mortgaged Property. As part of its servicing duties, the
Servicer or Sub-Servicers shall pay to the Mortgagors interest on funds in the
Servicing Accounts, to the extent required by law 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. The
Servicer may pay to itself any excess interest on funds in the Servicing
Accounts, to the extent such action is in conformity with the servicing standard
set forth in Section 3.01, is permitted by law and such amounts are not required
to be paid to Mortgagors or used for any of the other purposes set forth above.

          SECTION 3.10. Collection Account and Distribution Account.

          (a) On behalf of the Trust Fund, the Servicer shall establish and
maintain, or cause to be established and maintained, one or more accounts (such
account or accounts, the "Collection Account"), held in trust for the benefit of
the Trustee and the Certificateholders. On behalf of the Trust Fund, the
Servicer shall deposit or cause to be deposited in the clearing account 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 one Business Day after the Servicer's receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the Servicer's receipt thereof, as and when received or as otherwise
required hereunder, the following payments and collections received or made by
it subsequent to the Cut-off Date (other than in respect of principal or
interest on the 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:




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          (i) all payments on account of principal, including Principal
     Prepayments (but not Prepayment Charges), 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 and condemnation
     proceeds (other than proceeds collected in respect of any particular REO
     Property and amounts paid in connection with a purchase of Mortgage Loans
     and REO Properties pursuant to Section 10.01);

          (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 Servicer pursuant to
     the second paragraph of Section 3.14(a) in respect of any blanket policy
     deductibles;

          (vi) all proceeds of any Mortgage Loan repurchased or purchased in
     accordance with Section 2.03 or Section 10.01;

          (vii) all amounts required to be deposited in connection with
     Substitution Adjustments pursuant to Section 2.03;

          (viii) all Prepayment Charges collected by the Servicer and any
     Servicer Prepayment Charge Payment Amounts in connection with the Principal
     Prepayment of any of the Mortgage Loans; and

          (ix) without duplication, all payments of claims under the PMI Policy.

          The foregoing requirements for deposit in the Collection Account shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of Servicing Fees, late
payment charges, assumption fees, insufficient funds charges and ancillary
income (other than Prepayment Charges) need not be deposited by the Servicer in
the Collection Account and may be retained by the Servicer as additional
compensation. In the event the Servicer shall deposit in the Collection Account
any 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 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 Servicer shall deliver to
the Trustee in immediately available funds for deposit in the Distribution
Account on or before 1:00 p.m. New York time (i) on the Servicer Remittance
Date, that portion of the Available Funds (calculated without regard to the
references in the definition thereof to amounts that may be withdrawn from the
Distribution Account) for the related Distribution Date then on deposit in the



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Collection Account, the amount of all Prepayment Charges collected during the
applicable Prepayment Period by the Servicer and Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans then on deposit in the Collection Account, the amount of any
funds reimbursable to an Advancing Person pursuant to Section 3.29 and the
amount required to be remitted to the Trustee in respect of Dividend Mortgage
Loans pursuant to Section 3.31(c) 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 Servicer shall, on or before 1:00 p.m. New York time
on such Business Day, withdraw from the Collection Account any and all amounts
payable or reimbursable to the Servicer, the Trustee 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 Servicer shall give notice to the Trustee of the location
of the Collection Account maintained by it when established and prior to any
change thereof. The Trustee shall give notice to the Servicer 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 Servicer to the Trustee 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 Trustee shall have the sole authority to withdraw any funds held pursuant to
this subsection (d). In the event the Servicer shall deliver to the Trustee for
deposit in the Distribution Account any amount not required to be deposited
therein, it may at any time request that the Trustee withdraw such amount from
the Distribution Account and remit to it any such amount, any provision herein
to the contrary notwithstanding. In addition, the Servicer, with respect to
items (i) through (iv) below, shall deliver to the Trustee from time to time for
deposit, and the Trustee, with respect to items (i) through (iv) below, shall so
deposit, in the Distribution Account:

          (i) any Advances, as required pursuant to Section 4.04;

          (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 in connection with a purchase of Mortgage
     Loans and REO Properties pursuant to Section 10.01;

          (iv) any Compensating Interest to be deposited pursuant to Section
     3.24 in connection with any Prepayment Interest Shortfall; and




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          (v) any amounts required to be paid to the Trustee pursuant to the
     Agreement, including, but not limited to Section 3.06 and Section 7.02.

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

          (a) The Servicer shall, from time to time, make withdrawals from the
Collection Account for any of the following purposes or as described in Section
4.04:

          (i) to remit to the Trustee 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 Servicer for (a) any
     unreimbursed Advances to the extent of amounts received which represent
     Late Collections (net of the related Servicing Fees), Liquidation Proceeds
     and Insurance Proceeds on Mortgage Loans with respect to which such
     Advances were made in accordance with the provisions of Section 4.04; or
     (b) any unreimbursed Advances with respect to the final liquidation of a
     Mortgage Loan that are Nonrecoverable Advances, 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 Servicer
     for such unreimbursed Advances;

          (iii) subject to Section 3.16(d), to pay the 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
     Late Collections, Liquidation Proceeds and Insurance Proceeds received with
     respect to such Mortgage Loan, and (c) any Servicing Advances made with
     respect to a Mortgage Loan that, upon a Final Recovery Determination with
     respect to such Mortgage Loan are Nonrecoverable Advances, but only to the
     extent that Late Collections, Liquidation Proceeds, Insurance Proceeds and
     condemnation proceeds received with respect to such Mortgage Loan are
     insufficient to reimburse the Servicer or any Sub-Servicer for Servicing
     Advances;

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

          (v) to pay the Seller 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 Servicer for any Advance or Servicing Advance
     previously made which the Servicer has determined to be a Nonrecoverable
     Advance in accordance with the provisions of Section 4.04;

          (vii) to pay, or to reimburse the Servicer for Servicing Advances in
     respect of, expenses incurred in connection with any Mortgage Loan pursuant
     to Section 3.16(b);



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          (viii) to reimburse the Servicer for expenses incurred by or
     reimbursable to the Servicer pursuant to Section 6.03;

          (ix) to pay itself any Prepayment Interest Excess;

          (x) to reimburse itself for expenses incurred pursuant to Section
     9.01(c)(i);

          (xi) to deposit into the Dividend Account the Dividend Portion of each
     Monthly Payment received on each Dividend Mortgage Loan pursuant to Section
     3.31; and

          (xii) to clear and terminate the Collection Account pursuant to
     Section 10.01.

          The foregoing requirements for withdrawal from the Collection Account
shall be exclusive. In the event the Servicer shall deposit in the Collection
Account any 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.

          The 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) and (vii) above. The
Servicer shall provide written notification to the Trustee, on or prior to the
next succeeding Servicer Remittance Date, upon making any withdrawals from the
Collection Account pursuant to subclause (vi) above; provided that an Officers'
Certificate in the form described under Section 4.04(d) shall suffice for such
written notification to the Trustee in respect hereof.

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

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

          (ii) to pay itself the Trustee Fee pursuant to Section 8.05;

          (iii) to pay any amounts in respect of taxes pursuant to Section
     9.01(g);

          (iv) to clear and terminate the Distribution Account pursuant to
     Section 10.01;

          (v) to pay any amounts required to be paid to the Trustee or the
     Auction Administrator pursuant to this Agreement, including but not limited
     to funds required to be paid pursuant to Section 3.06, Section 3.32,
     Section 4.01, Section 7.02 and Section 8.05;

          (vi) to pay to the Trustee, any interest or investment income earned
     on funds deposited in the Distribution Account;

          (vii) to pay to an Advancing Person reimbursements for Advances and/or
     Servicing Advances pursuant to Section 3.29; and




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                  (viii) to pay the PMI Insurer the PMI Insurer Fee and to pay
         the Credit Risk Manager the Credit Risk Manager Fee.

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

          (a) The Servicer may direct any depository institution maintaining the
Collection Account and the Dividend Account to invest the funds on deposit in
such accounts, the Depositor may direct any depository institution maintaining
the Pre-Funding Accounts and the Trustee may invest the funds on deposit in the
Distribution Account (each such account, for the purposes of this Section 3.12,
an "Investment Account"). All investments pursuant to this Section 3.12 shall be
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 Trustee
is the obligor thereon or if such investment is managed or advised by a Person
other than the Trustee or an Affiliate of the Trustee, 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 Trustee is the obligor thereon or if such
investment is managed or advised by the Trustee or any Affiliate. 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
Trustee (in its capacity as such), or in the name of a nominee of the Trustee.
The Trustee shall be entitled to sole possession (except with respect to
investment direction of funds held in the Collection Account, the Dividend
Account and the Pre-Funding Accounts 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 Trustee or its agent,
together with any document of transfer necessary to transfer title to such
investment to the Trustee 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 Trustee 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 Trustee that such Permitted
     Investment would not constitute a Permitted Investment in respect of funds
     thereafter on deposit in the Investment Account.

          (b) All income and gain realized from the investment of funds
deposited in the Collection Account, the Dividend Account and any REO Account
held by or on behalf of the Servicer shall be for the benefit of the Servicer
and shall be subject to its withdrawal in accordance with Section 3.11, Section
3.31 or Section 3.23, as applicable. The Servicer shall deposit in the
Collection Account, the Dividend Account or any REO Account, as applicable, the
amount of any loss of principal incurred in respect of any such Permitted
Investment made with funds in such Account immediately upon realization of such
loss.




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          All income and gain realized from the investment of funds deposited in
the Pre- Funding Accounts held by or on behalf of the Depositor shall be for the
benefit of the Depositor and shall be subject to its withdrawal in accordance
with Section 4.05. The Depositor shall deposit in the Pre-Funding Accounts 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 shall be for the benefit of the Trustee.
The Trustee shall deposit in the Distribution Account the amount of any loss of
principal incurred in respect of any such Permitted Investment made with funds
in such Account 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 Trustee 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. [Reserved].

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

          (a) The Servicer shall cause to be maintained for each Mortgage Loan
hazard insurance with extended coverage on the 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, 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 and (iii) the maximum insurable value of the
improvements which are a part of such Mortgaged Property. The Servicer shall
also cause to be maintained hazard 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. The 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 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 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 Servicer in maintaining any such insurance 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. It is understood



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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 any Mortgagor to obtain 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 and flood insurance has been
made available, the 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 Servicer shall obtain and maintain a blanket
policy with an insurer having a General Policy Rating of B:III 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, 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 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 Servicer agrees to prepare and present, on behalf of itself,
the Trustee and Certificateholders, claims under any such blanket policy in a
timely fashion in accordance with the terms of such policy.

          (b) The 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 Servicer's obligations under this Agreement, which policy
or policies shall be in such form and amount that would meet the requirements of
Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
the Servicer has obtained a waiver of such requirements from Fannie Mae or
Freddie Mac. The Servicer shall also maintain a fidelity bond in the form and
amount that would meet the requirements of Fannie Mae or Freddie Mac, unless the
Servicer has obtained a waiver of such requirements from Fannie Mae or Freddie
Mac. The Servicer shall be deemed to have complied with this provision if an
Affiliate of the 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 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. The 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.

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

          The Servicer will, to the extent it has actual 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



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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; provided, however, that the Servicer shall not be required
to take such action if in its sole business judgment the Servicer believes it is
not in the best interests of the Trust Fund and shall not exercise any such
rights if prohibited by law from doing so. If the 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 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 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
Servicer and has a credit risk rating at least equal to that of the original
Mortgagor. In connection with any assumption or substitution, the 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 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. Any fee collected by the Servicer in respect of an assumption,
modification or substitution of liability agreement shall be retained by the
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
Servicer shall notify the Trustee that any such substitution, modification or
assumption agreement has been completed by forwarding to the Trustee the
executed original of such substitution, modification 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.

          The Servicer shall be entitled to any Prepayment Interest Excess,
which it may withdraw from the Collection Account pursuant to Section 3.11(a).

          Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the 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 Servicer may be restricted by law from preventing, for any
reason whatsoever. 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.

          (a) The Servicer shall use its best efforts, consistent with the
servicing standards set forth in Section 3.01, to 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



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no satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. The 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 Servicer as
contemplated in Section 3.11(a) and Section 3.23. The foregoing is subject to
the provision that, in any case in which a Mortgaged Property shall have
suffered damage from an Uninsured Cause, the 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 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 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 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 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 3.16 shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.11(a)(vii), 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.

          For the purposes of this Section 3.16(b), actual notice and actual
knowledge of the Servicer means actual notice to or actual knowledge of a
Responsible Officer of the Servicer involved in the servicing of the relevant
Mortgage Loan. Actual knowledge of the Servicer does not



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include knowledge imputable by virtue of the availability of or accessibility to
information relating to environmental or hazardous waste sites or the locations
thereof.

          If the 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
Servicer shall take such action as it deems to be in the best economic interest
of the Trust Fund; provided that any amounts disbursed by the Servicer pursuant
to this Section 3.16(b) shall constitute Servicing Advances, subject to Section
4.04(d). The cost of any such compliance, containment, clean-up or remediation
shall be advanced by the Servicer, subject to the Servicer's right to be
reimbursed therefor from the Collection Account as provided in Section
3.11(a)(vii), 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) The Servicer may, at its option, purchase a Mortgage Loan which
has become 90 or more days delinquent or for which the Servicer has accepted a
deed in lieu of foreclosure. Prior to purchase pursuant to this Section 3.16(c),
the Servicer shall be required to continue to make Advances pursuant to Section
4.04. The Servicer shall not use any procedure in selecting Mortgage Loans to be
repurchased which is materially adverse to the interests of the
Certificateholders. The Servicer shall purchase such delinquent Mortgage Loan at
a price equal to the Purchase Price of such Mortgage Loan. Any such purchase of
a Mortgage Loan pursuant to this Section 3.16(c) shall be accomplished by
deposit in the Collection Account of the amount of the Purchase Price. Upon the
satisfaction of the requirements set forth in Section 3.17(a), the Trustee shall
immediately deliver the Mortgage File and any related documentation to the
Servicer and will execute such documents provided to it as are necessary to
convey the Mortgage Loan to the Servicer.

          (d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Liquidation Proceeds or condemnation proceeds, in respect of
any Mortgage Loan, will be applied in the following order of priority: first, to
unpaid Servicing Fees; second, to reimburse the Servicer or any Sub-Servicer for
any related unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and
Advances pursuant to Section 3.11(a)(ii); third, 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; and
fourth, as a recovery of principal of the Mortgage Loan. The portion of the
recovery so allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(a)(iii).

          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 Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Servicer shall deliver to the Trustee,
in written (with two executed copies) or electronic format, a Request for
Release in the form of Exhibit E hereto (which certification shall include a
statement to



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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) signed by a Servicing Officer
(or in a mutually agreeable electronic format that will, in lieu of a signature
on its face, originate from a Servicing Officer) and shall request delivery to
it of the Mortgage File. Upon receipt of such certification and request, the
Trustee shall, within three Business Days, release and send by overnight mail,
at the expense of the Servicer, the related Mortgage File to the Servicer. The
Trustee agrees to indemnify the Servicer, out of its own funds, for any loss,
liability or expense (other than special, indirect, punitive or consequential
damages which will not be paid by the Trustee) incurred by the Servicer as a
proximate result of the Trustee's breach of its obligations pursuant to this
Section 3.17. 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.

          (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 any
request made by or on behalf of the Servicer and delivery to the Trustee, in
written (with two executed copies) or electronic format, of a Request for
Release in the form of Exhibit E hereto signed by a Servicing Officer (or in a
mutually agreeable electronic format that will, in lieu of a signature on its
face, originate from a Servicing Officer), release the related Mortgage File to
the Servicer within three Business Days, and the Trustee shall, at the direction
of the Servicer, execute such documents as shall be necessary to the prosecution
of any such proceedings. Such Request for Release shall obligate the Servicer to
return each and every document previously requested from the Mortgage File to
the Trustee when the need therefor by the 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 Servicer has delivered, or caused
to be delivered, to the Trustee an additional Request for Release certifying as
to such liquidation or action or proceedings. Upon the request of the Trustee,
the Servicer shall provide notice to the Trustee of 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 Request for Release, in
written (with two executed copies) or electronic format, from 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, such Mortgage Loan shall be released
by the Trustee to the Servicer or its designee within three Business Days.

          (c) Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Servicer or the Sub-Servicer, as the case may
be, copies of, any court pleadings, requests for trustee's sale or other
documents 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



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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 Servicer hereunder, the
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 Servicer shall be entitled to recover
unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or
condemnation proceeds to the extent permitted by Section 3.11(a)(iii) and out of
amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.23. Except as provided in Section 3.29, 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 Servicer's responsibilities and
obligations under this Agreement; provided, however, that the Servicer may pay
from the Servicing Fee any amounts due to a Sub-Servicer pursuant to a
Sub-Servicing Agreement entered into under Section 3.02.

          Additional servicing compensation in the form of assumption fees, late
payment charges, insufficient funds charges, ancillary income or otherwise
(other than Prepayment Charges) shall be retained by the Servicer only to the
extent such fees or charges are received by the Servicer. The 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 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 and servicing compensation of each Sub-Servicer) and shall not be
entitled to reimbursement therefor except as specifically provided herein.

          The Servicer shall be entitled to any Prepayment Interest Excess,
which it may withdraw from the Collection Account pursuant to Section
3.11(a)(ix).

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

          Not later than twenty days after each Distribution Date, the Servicer
shall forward, upon request, to the Trustee and the Depositor the most current
available bank statement for the Collection Account. Copies of such statement
shall be provided by the Trustee to any Certificateholder and to any Person
identified to the Trustee as a prospective transferee of a Certificate, upon
request at the expense of the requesting party, provided such statement is
delivered by the Servicer to the Trustee.

          SECTION 3.20. Statement as to Compliance.




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          The Servicer will deliver to the Trustee and the Depositor not later
than 75 days following the end 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 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 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 Trustee to any
Certificateholder and to any Person identified to the Trustee as a prospective
transferee of a Certificate, upon request at the expense of the requesting
party, provided such statement is delivered by the Servicer to the Trustee.

          SECTION 3.21. Independent Public Accountants' Servicing Report.

          Not later than 75 days following the end of each calendar year,
commencing in 2003, the Servicer, at its expense, shall cause a nationally
recognized firm of independent certified public accountants to furnish to the
Servicer a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes an
assertion that the 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 Servicer shall
furnish a copy of such report to the Trustee and each Rating Agency. Copies of
such statement shall be provided by the Trustee to any Certificateholder upon
request at the Servicer's expense, provided that such statement is delivered by
the Servicer to the Trustee.

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

          (a) The Servicer shall provide to 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
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Certificateholder, the Trustee and to
any Person identified to the Servicer as a prospective transferee of a
Certificate, upon reasonable request during normal business hours at the offices
of the Servicer designated by it at the expense of the Person requesting such
access.




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          (b)(i) The Trustee and the Servicer shall reasonably cooperate with
the Depositor in connection with the Trust's satisfying the reporting
requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). The Trustee shall prepare on behalf of the Trust 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 the Depositor shall sign (or shall cause another entity acceptable to the
Securities and Exchange Commission to sign) and the Trustee shall file (via the
Securities and Exchange Commission's Electronic Data Gathering and Retrieval
System) such forms on behalf of the Depositor (or such other entity). The
Depositor hereby grants to the Trustee a limited power of attorney to execute
any Form 8-K and file each such document on behalf of the Depositor. Such power
of attorney shall continue until the earlier of (i) receipt by the Trustee from
the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. Notwithstanding anything herein to the contrary, the
Depositor, and not the Trustee, shall be responsible for executing each Form
10-K filed on behalf of the Trust.

          (ii) Each Form 8-K shall be filed by the Trustee 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 Trustee 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 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 Trustee. If they
are not so timely delivered, the Trustee shall file an amended Form 10-K
including such documents as exhibits reasonably promptly after they are
delivered to the Trustee. The Trustee shall have no liability with respect to
any failure to properly prepare or file such periodic reports resulting from or
relating to the Trustee'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 N-1 (the
"Certification"), which shall be signed by the senior officer of the Depositor
in charge of securitization.

          (iii) In addition, the Trustee shall sign a certification (in the form
attached hereto as Exhibit N-2) for the benefit of the Depositor and its
officers, directors and Affiliates regarding certain aspects of items 1 through
3 of the Certification (provided, however, that the Trustee shall not undertake
an analysis of the accountant's report attached as an exhibit to the Form 10-K),
and the Servicer shall sign a certification in the form attached hereto as
Exhibit N-3) for the benefit of the Depositor, the Trustee and their officers,
directors and Affiliates regarding certain aspects of items 1, 2, 3, 4 and 5 of
the Certification.

          In addition, (i) the Trustee shall indemnify and hold harmless the
Depositor and its 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 Trustee's obligations under this Section 3.22(b) or
the Trustee's negligence, bad faith or willful misconduct in connection
therewith, and (ii) the 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



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upon a breach of the Servicer's obligations under this Section 3.22(b) or the
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 (i) the Trustee 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 Trustee on the other in connection with a breach of the Trustee's
obligations under this Section 3.22(b) or the Trustee's negligence, bad faith or
willful misconduct in connection therewith and (ii) the 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 Servicer on the other in connection with a breach of the Servicer's
obligations under this Section 3.22(b) or the Servicer's negligence, bad faith
or willful misconduct in connection therewith

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

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

          (vi) To the extent that, following the Closing Date, the Depositor
certifies that reports and certifications differing from those required under
this Section 3.22(b) comply with the reporting requirements under the Exchange
Act, the Trustee and the Servicer hereby agree that they will reasonably
cooperate to amend the provisions of this Section 3.22(b) in order to comply
with such amended reporting requirements and such amendment of this Section
3.22(b); provided, however, that the Trustee shall not be responsible for
executing any Form 10-K or the Certification. Any such amendment may result in
the reduction of the reports filed by the Depositor under the Exchange Act.

          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 Servicer, on behalf of REMIC 1, shall sell any REO
Property as soon as practicable and in any event no later than the end of the
third full taxable year after the taxable year in which such REMIC 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
such three-year period, unless the Servicer shall have delivered to the Trustee
an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
that the holding by the REMIC of such REO Property subsequent to three years
after its acquisition will not result in the imposition on the REMIC of taxes on
"prohibited transactions" thereof, as defined in Section 860F of the Code, or
cause any of the REMICs created hereunder to fail to qualify as a REMIC under
Federal law at any time that any Certificates are outstanding. The Servicer
shall 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 any of the REMICs created hereunder of any "income from
non-permitted



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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 Servicer shall separately account for all funds collected and
received in connection with the operation of any REO Property and shall
establish and maintain, or cause to be established and maintained, 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 Servicer shall be permitted to allow the Collection Account to serve as the
REO Account, subject to separate ledgers for each REO Property. The Servicer
shall be entitled to retain or withdraw any interest income paid on funds
deposited in the REO Account.

          (c) The Servicer shall have full power and authority, subject only to
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 Servicer manages and operates similar property owned by the Servicer
or any of its Affiliates, all on such terms and for such period (subject to the
requirement of prompt disposition set forth in Section 3.23(a))as the Servicer
deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account 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 one Business Day after the Servicer's receipt
thereof, and shall thereafter deposit in the REO Account, in no event more than
two Business Days after the Servicer's receipt thereof, 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

          (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 Servicer shall
advance from its own funds such amount as is necessary for such purposes if, but
only if, the Servicer would make such advances if the Servicer owned the REO
Property and if in the Servicer's judgment, the payment of such amounts will be
recoverable from the rental or sale of the REO Property.

          Notwithstanding the foregoing, neither the Servicer nor the Trustee
shall:

          (A) 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;




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

          (C) 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

          (D) 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 Servicer has obtained an Opinion of Counsel,
provided to the Trustee, 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 REMIC, in
which case the Servicer may take such actions as are specified in such Opinion
of Counsel.

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

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

          (2) 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 Servicer as soon as practicable, but in
     no event later than thirty days following the receipt thereof by such
     Independent Contractor;

          (3) 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 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

          (4) the 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 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 Servicer by such Independent
Contractor, and nothing in this Agreement shall be deemed to limit or modify
such indemnification. The Servicer shall be solely liable for all fees owed by
it to any such Independent Contractor, irrespective of whether the Servicer's
compensation pursuant to Section 3.18 is sufficient to pay such fees; provided,
however, that to the extent that any



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payments made by such Independent Contractor would constitute Servicing Advances
if made by the Servicer, such amounts shall be reimbursable as Servicing
Advances made by the Servicer.

          (d) In addition to the withdrawals permitted under Section 3.23(c),
the 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 Advances made in respect of
such REO Property or the related Mortgage Loan. On the Servicer Remittance Date,
the Servicer shall withdraw from each REO Account maintained by it and deposit
into the Distribution Account in accordance with Section 3.10(d)(ii), for
distribution on the related Distribution Date in accordance with Section 4.01,
the income from the related REO Property received during the prior calendar
month, net of any withdrawals made pursuant to Section 3.23(c) or this Section
3.23(d).

          (e) Subject to the time constraints set forth in Section 3.23(a), each
REO Disposition shall be carried out by the Servicer in a manner, at such price
and upon such terms and conditions as shall be normal and usual in the servicing
standard set forth in Section 3.01.

          (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 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 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 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 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 Servicer in Respect of Prepayment
                        Interest Shortfalls.

          Not later than 1:00 p.m. New York time on each Servicer Remittance
Date, the Servicer shall remit to the Distribution Account an amount
("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls for the related Distribution Date and (B) its
aggregate Servicing Fee received in the related Due Period. The Servicer shall
not have the right to reimbursement for any amounts remitted to the Trustee in
respect of Compensating Interest. Such amounts so remitted shall be included in
the Available Funds and distributed therewith on the next Distribution Date. The
Servicer shall not be obligated to pay Compensating Interest with respect to
Relief Act Interest Shortfalls.

          SECTION 3.25. [Reserved].




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

          In the event that a shortfall in any collection on or liability with
respect to the Mortgage Loans in the aggregate results from or is attributable
to adjustments to Mortgage Rates, Monthly Payments or Stated Principal Balances
that were made by the Servicer in a manner not consistent with the terms of the
related Mortgage Note and this Agreement, the Servicer, upon discovery or
receipt of notice thereof, immediately shall deposit in the Collection Account
from its own funds the amount of any such shortfall and shall indemnify and hold
harmless the Trust Fund, the Trustee, the Depositor and any successor servicer
in respect of any such liability. Such indemnities shall survive the termination
or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.26
shall not limit the ability of the Servicer to seek recovery of any such amounts
from the related Mortgagor under the terms of the related Mortgage Note, as
permitted by law.

          SECTION 3.27. Solicitations.

          From and after the Closing Date, the Servicer agrees that it will not
take any action or permit or cause any action to be taken by any of its agents
and Affiliates, or by any independent contractors or independent mortgage
brokerage companies on the Servicer's behalf, to personally, by telephone or
mail, solicit the Mortgagor under any Mortgage Loan for the purpose of
refinancing such Mortgage Loan; provided, that the Servicer may solicit any
Mortgagor for whom the Servicer has received a request for verification of
mortgage, a request for demand for payoff, a mortgagor initiated written or
verbal communication indicating a desire to prepay the related Mortgage Loan,
another mortgage company has pulled a credit report on the mortgagor or the
mortgagor initiates a title search; provided further, it is understood and
agreed that promotions undertaken by the Servicer or any of its Affiliates which
(i) concern optional insurance products or other additional products or (ii) are
directed to the general public at large, including, without limitation, mass
mailings based on commercially acquired mailing lists, newspaper, radio,
telephone and television advertisements shall not constitute solicitation under
this Section, nor is the Servicer prohibited from responding to unsolicited
requests or inquiries made by a Mortgagor or an agent of a Mortgagor.
Furthermore, the Servicer shall be permitted to include in its monthly
statements to borrowers or otherwise, statements regarding the availability of
the Servicer's counseling services with respect to refinancing mortgage loans.

          SECTION 3.28. Net WAC Rate Carryover Reserve Account.

          No later than the Closing Date, the Trustee shall establish and
maintain with itself a separate, segregated trust account titled, "Net WAC Rate
Carryover Reserve Account, Wells Fargo Bank Minnesota, National Association, as
Trustee, in trust for registered Holders of First Franklin Mortgage Loan Trust
2002-FF4, Asset-Backed Certificates, Series 2002-FF4." On the Closing Date, the
Depositor will deposit, or cause to be deposited, into the Net WAC Rate
Carryover Reserve Account $1,000. In addition the amount deposited in the Net
WAC Rate Carryover Reserve Account will be increased by any payments received by
the Trustee under the Cap Contracts and deposited into the Net WAC Rate
Carryover Reserve Account. All amounts deposited in the Net WAC Rate



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Carryover Reserve Account shall be distributed to the Holders of the Class A
Certificates and the Mezzanine Certificates in the manner set forth in Section
4.01(d).

          On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class C Certificateholders
to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account
the amounts described in Section 4.01(d)(viii), rather than distributing such
amounts to the Class C Certificateholders. On each such Distribution Date, the
Trustee shall hold all such amounts for the benefit of the Holders of the Class
A Certificates and the Mezzanine Certificates, and will distribute such amounts
to the Holders of the Class A Certificates and the Mezzanine Certificates in the
amounts and priorities set forth in Section 4.01(d). If no Net WAC Rate
Carryover Amounts are payable on a Distribution Date, the Trustee shall deposit
into the Net WAC Rate Carryover Reserve Account on behalf of the Class C
Certificateholders, from amounts otherwise distributable to the Class C
Certificateholders, an amount such that when added to other amounts already on
deposit in the Net WAC Rate Carryover Reserve Account, the aggregate amount on
deposit therein is equal to $1,000.

          On each Distribution Date, any amounts remaining in the Net WAC Rate
Reserve Account (other than $1,000 as set forth above) after the payment of any
Net WAC Rate Carryover Amounts on the Class A Certificates and the Mezzanine
Certificates for such Distribution Date, shall be payable to the Holders of the
Class C Certificates.

          For federal and state income tax purposes, the Class C
Certificateholders will be deemed to be the owners of the Net WAC Rate Carryover
Reserve Account and all amounts deposited into the Net WAC Rate Carryover
Reserve Account (other than the initial deposit therein of $1,000) shall be
treated as amounts distributed by REMIC 3 to the Holders of the Class C
Certificates. The Net WAC Rate Carryover Reserve Account will be an "outside
reserve fund" within the meaning of Treasury regulation Section 1.860G-2(h).
Upon the termination of the Trust, or the payment in full of the Class A
Certificates and the Mezzanine Certificates, all amounts remaining on deposit in
the Net WAC Rate Carryover Reserve Account will be released by the Trust and
distributed to the Class C Certificateholders or their designees. The Net WAC
Rate Carryover Reserve Account will be part of the Trust but not part of any
REMIC and any payments to the Holders of the Class A Certificates or the
Mezzanine Certificates of Net WAC Rate Carryover Amounts will not be payments
with respect to a "regular interest" in a REMIC within the meaning of Code
Section 860(G)(a)(1).

          By accepting a Class C Certificate, each Class C Certificateholder
hereby agrees to direct the Trustee, and the Trustee hereby is directed, to
deposit into the Net WAC Rate Carryover Reserve Account the amounts described
above on each Distribution Date as to which there is any Net WAC Rate Carryover
Amount rather than distributing such amounts to the Class C Certificateholders.
By accepting a Class C Certificate, each Class C Certificateholder further
agrees that such direction is given for good and valuable consideration, the
receipt and sufficiency of which is acknowledged by such acceptance.

          At the direction of the Holders of a majority in Percentage Interest
in the Class C Certificates, the Trustee shall direct any depository institution
maintaining the Net WAC Rate



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Carryover 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 Trustee 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 Trustee or an Affiliate manages or advises such investment. If
no investment direction of the Holders of a majority in Percentage Interest in
the Class C Certificates with respect to the Net WAC Rate Carryover Reserve
Account is received by the Trustee, the Trustee shall invest the funds in such
account in Permitted Investments managed by the Trustee or an Affiliate of the
kind described in clause (vi) of the definition of Permitted Investments.

          For federal tax return and information reporting, the right of the
Holders of the Class A Certificates and the Holders of the Mezzanine
Certificates to receive payments from the Net WAC Rate Carryover Reserve Account
in respect of any Net WAC Rate Carryover Amount shall be assigned a value of
zero.




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          SECTION 3.29. Advance Facility.

          (a) Each of (i) the Trustee on behalf of the Trust Fund, with the
consent of the Servicer and (ii) the Servicer is hereby authorized to enter into
a financing or other facility (any such arrangement, an "Advance Facility")
under which (1) the Servicer assigns or pledges to another Person (an "Advancing
Person") the Servicer's rights under this Agreement to be reimbursed for any
Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund
some or all Advances and/or Servicing Advances required to be made by the
Servicer pursuant to this Agreement. The Trustee is further authorized, subject
to Section 11.01, to enter into any amendment of this Agreement in connection
with such facility. No consent of the Trustee, the Certificateholders or any
other party is required before the Servicer may enter into an Advance Facility;
provided, however, that the consent of the Trustee shall be required before the
Servicer may cause to be outstanding at one time more than one Advance Facility
with respect to Advances or more than one Advance Facility with respect to
Servicing Advances. Notwithstanding the existence of any Advance Facility under
which an Advancing Person agrees to fund Advances and/or Servicing Advances on
the Servicer's behalf, the Servicer shall remain obligated pursuant to this
Agreement to make Advances and Servicing Advances pursuant to and as required by
this Agreement, and shall not be relieved of such obligations by virtue of such
Advance Facility.

          To the extent that an Advancing Person makes all or a portion of any
Advance or any Servicing Advance and provides the Trustee with notice
acknowledged by the Servicer that such Advancing Person is entitled to
reimbursement, such Advancing Person shall be entitled to receive reimbursement
pursuant to this Agreement for such amount to the extent provided in Section
8.16(b). Such notice from the Advancing Person must specify the amount of the
reimbursement and must specify which Section of this Agreement permits the
applicable Advance or Servicing Advance to be reimbursed. The Trustee shall be
entitled to rely without independent investigation on the Advancing Person's
statement with respect to the amount of any reimbursement pursuant to this
Section 8.16 and with respect to the Advancing Person's statement with respect
to the Section of this Agreement that permits the applicable Advance or
Servicing Advance to be reimbursed. An Advancing Person whose obligations are
limited to the making of Advances and/or Servicing Advances shall not be
required to meet the qualifications of a Servicer or a Sub-Servicer and will not
be deemed to be a Sub-Servicer under this Agreement.

          (b) If an advancing facility is entered into and so provides, then the
Servicer shall not be permitted to reimburse itself therefor under Section
3.11(ii), Section 3.11(iii), Section 3.11(v), Section 3.11(vi), Section
3.11(vii) and Section 4.04(b) prior to the remittance to the Trust Fund, but
instead, in such event, the Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 3.10(a). The
Trustee is hereby authorized to pay to the Advancing Person, reimbursements for
Advances and Servicing Advances from the Distribution Account to the same extent
the Servicer would have been permitted to reimburse itself for such Advances
and/or Servicing Advances in accordance with Section 3.11(ii), Section
3.11(iii), Section 3.11(v), Section 3.11(vi), Section 3.11(vii) or Section
4.04(b), as the case may be, had the Servicer itself funded such Advance or
Servicing Advance. The Trustee is hereby authorized to pay directly to the
Advancing Person such portion of the Servicing Fee as the parties to any
advancing facility agree.




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          (c) Upon request of the Servicer, the Trustee agrees to execute such
acknowledgments, certificates and other documents recognizing the interests of
any Advancing Person in the Servicer's reimbursements rights relating to such
Advances and Servicing Advances as may be reasonably requested from time to time
by the Servicer or such Advancing Person.

          (c) All Advances and Servicing Advances made pursuant to the terms of
this Agreement shall be deemed made and shall be reimbursed on a "first in-first
out" (FIFO) basis.

          SECTION 3.30. PMI Policy; Claims Under the PMI Policy.

          Notwithstanding anything to the contrary elsewhere in this Article
III, the Servicer shall not agree to any modification or assumption of a PMI
Mortgage Loan or take any other action with respect to a PMI Mortgage Loan that
could result in denial of coverage under the PMI Policy. The Servicer shall
notify the PMI Insurer that the Trustee, on behalf of the Certificateholders, is
the Insured, as that term is defined in the PMI Policy, of each PMI Mortgage
Loan. The Servicer shall, on behalf of the Trustee, prepare and file on a timely
basis with the PMI Insurer, with a copy to the Trustee, all claims which may be
made under the PMI Policy with respect to the PMI Mortgage Loans. Consistent
with all rights and obligations hereunder, the Servicer shall take all actions
required under the PMI Policy as a condition to the payment of any such claim.
Any amount received from the PMI Insurer with respect to any such PMI Mortgage
Loan shall be deposited by the Servicer, no later than two Business Days
following receipt thereof, into the Collection Account.

          SECTION 3.31. Dividend Account.

          (a) No later than the Closing Date, on behalf of the Trust Fund, the
Servicer shall establish and maintain, or cause to be established and
maintained, a separate, segregated account which shall be entitled "Wells Fargo
Bank Minnesota, National Association, as Trustee, in trust for the registered
holder of the Dividend Account Certificate issued by First Franklin Mortgage
Loan Trust 2002-FF4" and which shall be an Eligible Account. The investment of
funds in the Dividend Account shall be as provided in Section 3.12.

          (b) On each Servicer Remittance Date, the Servicer shall deposit into
the Dividend Account an amount equal to the applicable Dividend Portion of each
Monthly Payment on each Dividend Mortgage Loan that was due during the related
Due Period, to the extent received by the Servicer on or prior to the related
Determination Date. On each Servicer Remittance Date, the Trustee shall deposit
or cause to be deposited into the Dividend Account an amount equal to the
applicable Dividend Portion of each Monthly Payment on each Dividend Mortgage
Loan, to the extent advanced by the Servicer to the Trustee as part of the
Advances remitted to the Trustee by the Servicer pursuant to Section 4.04(b);
provided, however, that the Servicer may net such amount from the amount
otherwise required to be advanced by the Servicer to the Trustee as part of the
Advances remitted to the Trustee by the Servicer pursuant to Section 4.04(b),
and instead deposit such amount directly into the Dividend Account on the
Servicer Remittance Date, such deposit to be deemed an Advance for all purposes
hereunder. If any portion of the amount otherwise required to be advanced by the
Servicer to the Trustee as part of the Advances remitted to the Trustee by the
Servicer pursuant to Section 4.04(b) is instead to be deposited by the Servicer
directly into the Dividend



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Account, then the Remittance Report of the Servicer to the Trustee required to
be delivered pursuant to Section 4.04(a) shall so indicate.

          (c) The Servicer shall make withdrawals from the Dividend Account,
with respect to each Dividend Mortgage Loan, to refund to the related Mortgagor
the Dividend Portions of Monthly Payments made by such Mortgagor, at the times
and subject to the conditions set forth in the related Mortgage Note, but only
from amounts previously deposited into the Dividend Account in respect of such
Dividend Mortgage Loan. In addition, the Servicer shall make withdrawals from
the Dividend Account, with respect to each Dividend Mortgage Loan, to remit on
each Servicer Remittance Date to the Trustee for deposit into the Distribution
Account, the Dividend Portions of Monthly Payments made by the related Mortgagor
as to which such Mortgagor will not (as determined as of the related
Determination Date) be entitled to be refunded in accordance with the terms of
the related Mortgage Note.

          (d) The Trustee acknowledges the establishment of the Dividend
Account. Concurrently with the establishment of the Trust pursuant to this
Agreement and in exchange for the Dividend Account, the Trustee, 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
Dividend Account Certificate. The provisions of Section 4.01(e) and of Article V
(as to payment, authentication, execution, registration, denomination, transfer,
exchange and otherwise) that are applicable to the Class C Certificates and the
Class P Certificates, shall be applicable also to the Dividend Account
Certificate.

          (e) For federal and state income tax purposes, the holder of the
Dividend Account Certificate will be deemed to be the owner of the Dividend
Account and all amounts deposited into the Dividend Account (subject to the
rights of Mortgagors under Dividend Mortgage Loans to refunds as provided in the
related Mortgage Notes and subject to the rights of the Servicer to all income
or gain from the investment of amounts on deposit in the Dividend Account). Upon
the termination of the Trust, the Servicer and the Trustee shall cause all
amounts remaining on deposit in the Dividend Account to be released by the Trust
and distributed to the holder of the Dividend Account Certificate or its
designee. The Dividend Account will be part of the Trust but not part of any
REMIC and any payments to the holder of the Dividend Account Certificate of any
amounts therefrom will not be payments with respect to a "regular interest" in a
REMIC within the meaning of Code Section 860(G)(a)(1).

          SECTION 3.32. Auction Administration Agreement; Swap Agreement.

          (a) Concurrently with the execution and delivery hereof, the Depositor
hereby directs, the Trustee (in such capacity, the "Auction Administrator"), to
execute and deliver the Auction Administration Agreement and the Swap Agreement
in the forms presented by Greenwich Capital Derivatives, Inc. The Trustee shall
have no duty to determine the adequacy of the Auction Administration Agreement
or the Swap Agreement.

          (b) Each Holder of a Class I-A2 Certificate and a Class II-A2
Certificate is deemed, by acceptance of such Certificate, (i) to authorize the
Trustee to execute and deliver the Auction Administration Agreement and the Swap
Agreement as their intermediary agent and (ii) to



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acknowledge and accept and agree to be bound by the provisions of the Auction
Administration Agreement and the Swap Agreement.

          (c) The Auction Administrator, or any director, officer, employee or
agent of the Auction Administrator, shall be indemnified to the extent provided
in Section 4.01(d)(x) and held harmless against any loss, liability or expense
(not including expenses and disbursements incurred or made by the Auction
Administrator, including the compensation and the expenses and disbursements of
its agents and counsel, in the ordinary course of the Auction Administrator's
performance in accordance with the provisions of this Agreement and the Auction
Administration Agreement) incurred by the Auction Administrator arising out of
or in connection with the acceptance or administration of its obligations and
duties under the Auction Administration Agreement, other than any loss,
liability or expense (i) that constitutes a specific liability of the Auction
Administrator under this Agreement or the Auction Administration Agreement or
(ii) any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence of the Auction Administrator in the performance of its
duties hereunder or under the Auction Administration Agreement or by reason of
the Auction Administrator's reckless disregard of obligations and duties
hereunder or under the Auction Administration Agreement. Any amounts payable to
the Auction Administrator, or any director, officer, employee or agent of the
Auction Administrator, in respect of the indemnification provided by this
Section 3.32(c), or pursuant to any other right of reimbursement from the Trust
Fund that the Auction Administrator, or any director, officer, employee or agent
of the Auction Administrator, may have hereunder in its capacity as such, may be
withdrawn by the Auction Administrator from the Distribution Account in the
order of priority set forth in Section 4.01(d).

          (d) For federal tax return and information reporting, the right of the
Holders of the Class I-A2 Certificates and the Class II-A2 Certificates to
receive payments under the Swap Agreement in respect of any swap proceeds shall
be assigned a value of zero.






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                                   ARTICLE IV

                                  FLOW OF FUNDS

          SECTION 4.01. Distributions.

          (a)(I) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account that portion of Available Funds for such Distribution Date
consisting of the Group I Interest Remittance Amount for such Distribution Date,
and make the following disbursements and transfers in the order of priority
described below, in each case to the extent of the Group I Interest Remittance
Amount remaining for such Distribution Date:

          (i) concurrently, to the Holders of the Class I-A1 Certificates and
     the Class I-A2 Certificates, the Monthly Interest Distributable Amount and
     the Unpaid Interest Shortfall Amount, if any, for such Certificates on a
     PRO RATA basis based on the entitlement of each such Class; and

          (ii) concurrently, to the Holders of the Class II-A1 Certificates and
     the Class II- A2 Certificates, an amount equal to the excess, if any, of
     (x) the amount required to be distributed pursuant to Section
     4.01(a)(II)(i) below for such Distribution Date over (y) the amount
     actually distributed pursuant to such clause from the Group II Interest
     Remittance Amount, on a PRO RATA basis based on the entitlement of each
     such Class.

          (II) On each Distribution Date the Trustee shall withdraw from the
Distribution Account that portion of Available Funds for such Distribution Date
consisting of the Group II Interest Remittance Amount for such Distribution
Date, and make the following disbursements and transfers in the order of
priority described below, in each case to the extent of the Group II Interest
Remittance Amount remaining for such Distribution Date.

          (i) concurrently, to the Holders of the Class II-A1 Certificates and
     the Class II- A2 Certificates, the Monthly Interest Distributable Amount
     and the Unpaid Interest Shortfall Amount, if any, for such Certificates on
     a PRO RATA basis based on the entitlement of each such Class; and

          (ii) concurrently, to the Holders of the Class I-A1 Certificates and
     the Class I-A2 Certificates, an amount equal to the excess, if any, of (x)
     the amount required to be distributed pursuant to Section 4.01(a)(I)(i)
     above for such Distribution Date over (y) the amount actually distributed
     pursuant to such clause from the Group I Interest Remittance Amount, on a
     PRO RATA basis based on the entitlement of each such Class.

          (III) On each Distribution Date, following the distributions made
pursuant to Section 4.01(a)(I) and (II) above, the Trustee shall make the
following disbursements and transfers in the order of priority described below,
in each case to the extent of the sum of the Group I Interest Remittance Amount
and the Group II Interest Remittance Amount remaining undistributed for such
Distribution Date.




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<PAGE>



          (i) to the Holders of the Class M-1 Certificates, the Monthly Interest
     Distributable Amount allocable to such Certificates;

          (ii) to the Holders of the Class M-2 Certificates, the Monthly
     Interest Distributable Amount allocable to such Certificates; and

          (iii) to the Holders of the Class M-3 Certificates, the Monthly
     Interest Distributable Amount allocable to such Certificates.

          (b)(I) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, distributions in respect of principal to
the extent of the Group I Principal Distribution Amount shall be made in the
following amounts and order of priority:

          (i) first, to the Holders of the Class I-A1 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero;

          (ii) second, to the Holders of the Class I-A2 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero;

          (iii) third, after taking into account the amount distributed to the
     Holders of the Class II-A1 Certificates pursuant to clause (b)(II)(i) below
     on such Distribution Date, to the Holders of the Class II-A1 Certificates,
     until the Certificate Principal Balance thereof has been reduced to zero;
     and

          (iv) fourth, after taking into account the amount distributed to the
     Holders of the Class II-A2 Certificates pursuant to clause (b)(II)(ii)
     below on such Distribution Date, to the Holders of the Class II-A2
     Certificates, until the Certificate Principal Balance thereof has been
     reduced to zero.

                  (II) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, distributions in respect of
principal to the extent of the Group II Principal Distribution Amount shall be
made in the following amounts and order of priority:

          (i) first, to the Holders of the Class II-A1 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero;

          (ii) second, to the Holders of the Class II-A2 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero;

          (iii) third, after taking into account the amount distributed to the
     Holders of the Class I-A1 Certificates pursuant to clause (b)(I)(i) above
     on such Distribution Date, to the Holders of the Class I-A1 Certificates,
     until the Certificate Principal Balance thereof has been reduced to zero;
     and

          (iv) fourth, after taking into account the amount distributed to the
     Holders of the Class I-A2 Certificates pursuant to clause (b)(I)(i) above
     on such Distribution Date, to the


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<PAGE>



     Holders of the Class I-A2 Certificates, until the Certificate Principal
     Balance thereof has been reduced to zero.

          (III) On each Distribution Date (a) prior to the Stepdown Date or (b)
on which a Trigger Event is in effect, distributions in respect of principal to
the extent of the sum of the Group I Principal Distribution Amount and the Group
II Principal Distribution Amount remaining undistributed for such Distribution
Date shall be made in the following amounts and order of priority:

          (i) first, to the Holders of the Class M-1 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero;

          (ii) second, to the Holders of the Class M-2 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero; and

          (iii) third, to the Holders of the Class M-3 Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero.

          (c)(I) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, distributions in respect of
principal to the extent of the Group I Principal Distribution Amount shall be
made in the following amounts and order of priority:

          (i) first, to the Holders of the Class I-A1 Certificates, the Class
     I-A Principal Distribution Amount until the Certificate Principal Balance
     thereof has been reduced to zero;

          (ii) second, to the Holders of the Class I-A2 Certificates, the
     remaining Class I-A Principal Distribution Amount until the Certificate
     Principal Balance thereof has been reduced to zero;

          (iii) third, to the extent of the portion, if any, of the Class I-A
     Principal Distribution Amount remaining undistributed pursuant to clauses
     (c)(I)(i) and (c)(I)(ii) above on such Distribution Date, and after taking
     into account the amount distributed to the Holders of the Class II-A1
     Certificates pursuant to clause (c)(II)(i) below on such Distribution Date,
     to the Holders of the Class II-A1 Certificates, until the Certificate
     Principal Balance thereof has been reduced to zero;

          (iv) fourth, to the holders of the Class II-A1 Certificates, an amount
     equal to the excess, if any, of (x) the amount required to be distributed
     pursuant to clause (c)(II)(i) below for such Distribution Date over (y) the
     sum of (A) the amount actually distributed pursuant to clause (c)(II)(i)
     below from the Group II Principal Distribution Amount on such Distribution
     Date and (B) the amount, if any, distributed to the Holders of the Class
     II-A1 Certificates pursuant to clause (c)(I)(iii) above on such
     Distribution Date;

          (v) fifth, to the extent of the portion, if any, of the Class I-A
     Principal Distribution Amount remaining undistributed pursuant to clauses
     (c)(I)(i) through (c)(I)(iv) above on such Distribution Date, and after
     taking into account the amount distributed to the



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     Holders of the Class II-A2 Certificates pursuant to clause (c)(II)(ii)
     below on such Distribution Date, to the Holders of the Class II-A2
     Certificates, until the Certificate Principal Balance thereof has been
     reduced to zero;

          (vi) sixth, to the holders of the Class II-A2 Certificates, an amount
     equal to the excess, if any, of (x) the amount required to be distributed
     pursuant to clause (c)(II)(ii) below for such Distribution Date over (y)
     the sum of (A) the amount actually distributed pursuant to clause
     (c)(II)(ii) below from the Group II Principal Distribution Amount on such
     Distribution Date and (B) the amount, if any, distributed to the Holders of
     the Class II-A2 Certificates pursuant to clause (c)(I)(v) above on such
     Distribution Date.

          (II) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, distributions in respect of
principal to the extent of the Group II Principal Distribution Amount shall be
made in the following amounts and order of priority:

          (i) first, to the Holders of the Class II-A1 Certificates, the Class
     II-A Principal Distribution Amount until the Certificate Principal Balance
     thereof has been reduced to zero;

          (ii) second, to the Holders of the Class II-A2 Certificates, the
     remaining Class II- A Principal Distribution Amount until the Certificate
     Principal Balance thereof has been reduced to zero;

          (iii) third, to the extent of the portion, if any, of the Class II-A
     Principal Distribution Amount remaining undistributed pursuant to clauses
     (c)(II)(i) and (c)(II)(ii) above on such Distribution Date, and after
     taking into account the amount distributed to the Holders of the Class I-A1
     Certificates pursuant to clause (c)(I)(i) above on such Distribution Date,
     to the Holders of the Class I-A1 Certificates, until the Certificate
     Principal Balance thereof has been reduced to zero;

          (iv) fourth, to the holders of the Class I-A1 Certificates, an amount
     equal to the excess, if any, of (x) the amount required to be distributed
     pursuant to clause (c)(I)(i) above for such Distribution Date over (y) the
     sum of (A) the amount actually distributed pursuant to clause (c)(I)(i)
     above from the Group I Principal Distribution Amount on such Distribution
     Date and (B) the amount, if any, distributed to the Holders of the Class
     I-A1 Certificates pursuant to clause (c)(II)(iii) above on such
     Distribution Date;

          (v) fifth, to the extent of the portion, if any, of the Class II-A
     Principal Distribution Amount remaining undistributed pursuant to clauses
     (c)(II)(i) through (c)(II)(iv) above on such Distribution Date, and after
     taking into account the amount distributed to the Holders of the Class I-A2
     Certificates pursuant to clause (c)(I)(ii) above on such Distribution Date,
     to the Holders of the Class I-A2 Certificates, until the Certificate
     Principal Balance thereof has been reduced to zero;

          (vi) sixth, to the holders of the Class I-A2 Certificates, an amount
     equal to the excess, if any, of (x) the amount required to be distributed
     pursuant to clause (c)(I)(ii) above for such Distribution Date over (y) the
     sum of (A) the amount actually distributed pursuant



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<PAGE>



     to clause (c)(I)(ii) above from the Group I Principal Distribution Amount
     on such Distribution Date and (B) the amount, if any, distributed to the
     Holders of the Class I-A2 Certificates pursuant to clause (c)(II)(v) above
     on such Distribution Date.

          (III) On each Distribution Date (a) on or after the Stepdown Date and
(b) on which a Trigger Event is not in effect, distributions in respect of
principal to the extent of the sum of the Group I Principal Distribution Amount
and the Group II Principal Distribution Amount remaining undistributed for such
Distribution Date shall be made in the following amounts and order of priority:

          (i) first, to the Holders of the Class M-1 Certificates, the Class M-1
     Principal Distribution Amount until the Certificate Principal Balance
     thereof has been reduced to zero;

          (ii) second, to the Holders of the Class M-2 Certificates, the Class
     M-2 Principal Distribution Amount until the Certificate Principal Balance
     thereof has been reduced to zero; and

          (iii) third, to the Holders of the Class M-3 Certificates, the Class
     M-3 Principal Distribution Amount until the Certificate Principal Balance
     thereof has been reduced to zero.

          (d) On each Distribution Date, the Net Monthly Excess Cashflow shall
be distributed as follows:

          (i) to the Holders of the Class or Classes of Certificates then
     entitled to receive distributions in respect of principal, in an amount
     equal to any Extra Principal Distribution Amount, distributable to such
     Holders as part of the Group I Principal Distribution Amount and/or the
     Group II Principal Distribution Amount as described under Section 4.01(b)
     and Section 4.01(c) above;

          (ii) to the Holders of the Class M-1 Certificates, in an amount equal
     to the Unpaid Interest Shortfall Amount allocable to such Certificates;

          (iii) to the Holders of the Class M-1 Certificates, in an amount equal
     to the Allocated Realized Loss Amount allocable to such Certificates;

          (iv) to the Holders of the Class M-2 Certificates, in an amount equal
     to the Unpaid Interest Shortfall Amount allocable to such Certificates;

          (v) to the Holders of the Class M-2 Certificates, in an amount equal
     to the Allocated Realized Loss Amount allocable to such Certificates;

          (vi) to the Holders of the Class M-3 Certificates, in an amount equal
     to the Unpaid Interest Shortfall Amount allocable to such Certificates;

          (vii) to the Holders of the Class M-3 Certificates, in an amount equal
     to the Allocated Realized Loss Amount allocable to such Certificates;



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          (viii) to the Net WAC Rate Carryover Reserve Account, the amount by
     which any Net WAC Rate Carryover Amounts for such Distribution Date exceed
     the amounts received by the Trustee under the Cap Contracts;

          (ix) to the PMI Insurer, reimbursement of any payments made under the
     PMI Policy, to the extent such payments were the result of incorrect data
     supplied to the PMI Insurer by the Seller;

          (x) to the Auction Administrator from amounts otherwise distributable
     to the Class C Certificates, any reimbursements pursuant to Section
     3.32(c);

          (xi) to the Holders of the Class C Certificates, the Monthly Interest
     Distributable Amount for such Class and any Overcollateralization Release
     Amount for such Distribution Date;

          (xii) if such Distribution Date follows the Prepayment Period during
     which occurs the latest date on which a Prepayment Charge may be required
     to be paid in respect of any Mortgage Loans, to the Holders of the Class P
     Certificates, in reduction of the Certificate Principal Balance thereof,
     until the Certificate Principal Balance thereof is reduced to zero; and

          (xiii) any remaining amounts to the Holders of the Residual
     Certificates (in respect of the appropriate Class R Interest).

          On each Distribution Date, after making the distributions of the
Available Funds as set forth above, the Trustee will FIRST, withdraw from the
Net WAC Rate Carryover Reserve Account all income from the investment of funds
in the Net WAC Rate Carryover Reserve Account and distribute such amount to the
Holders of the Class C Certificates, and SECOND, withdraw from the Net WAC Rate
Carryover Reserve Account, to the extent of amounts remaining on deposit
therein, the amount of any Net WAC Rate Carryover Amount for such Distribution
Date. The Trustee will distribute such amount in the following order of
priority:

          (i) concurrently to the Class I-A1 Certificates, the Class I-A2
Certificates, the Class II-A1 Certificates and the Class II-A2 Certificates on a
PRO RATA basis based on the Net WAC Rate Carryover Amounts for each such Class,
until each such amount has been distributed in full, first, from payments made
under the Cap Contracts, to the extent not otherwise paid to the Classes of
Certificates to which such Cap Contracts relate and second, from amounts on
deposit in the Net WAC Rate Carryover Reserve Account other than amounts paid
under the Cap Contracts;

          (ii) to the Class M-1 Certificates, first, from payments made under
the Cap Contract related to the Class M-1 Certificates, second, from payments
made under the other Cap Contracts, to the extent not otherwise paid to the
Classes of Certificates to which such Cap Contracts relate and to the extent not
paid pursuant to clause (i) above and third, from amounts on deposit in the Net
WAC Rate Carryover Reserve Account other than amounts paid under the Cap
Contracts;




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          (iii) to the Class M-2 Certificates, first, from payments made under
the Cap Contract related to the Class M-2 Certificates, second, from payments
made under the other Cap Contracts, to the extent not otherwise paid to the
Classes of Certificates to which such Cap Contracts relate and to the extent not
otherwise paid pursuant to clauses (i) and (ii) above and third, from amounts on
deposit in the Net WAC Rate Carryover Reserve Account other than amounts paid
under the Cap Contracts; and

          (iv) to the Class M-3 Certificates first, from payments made under the
Cap Contract related to the Class M-3 Certificates, second, from payments made
under the other Cap Contracts, to the extent not otherwise paid to the Classes
of Certificates to which such Cap Contracts relate and to the extent not
otherwise paid pursuant to clauses (i), (ii) and (iii) above and third, from
amounts on deposit in the Net WAC Rate Carryover Reserve Account other than
amounts paid under the Cap Contracts.

          On each Distribution Date, all amounts representing Prepayment Charges
in respect of the Mortgage Loans received during the related Prepayment Period
and any Servicer Prepayment Charge Amounts paid by the Servicer during the
related Prepayment Period will be withdrawn from the Distribution Account and
distributed by the Trustee to the Holders of the Class P Certificates and shall
not be available for distribution to the Holders of any other Class of
Certificates. The payment of the foregoing amounts to the Holders of the Class P
Certificates shall not reduce the Certificate Principal Balances thereof.

          On each Distribution Date, all amounts remitted to the Trustee for
deposit in the Distribution Account by the Servicer in respect of Dividend
Mortgage Loans pursuant to Section 3.31(c) will be withdrawn from the
Distribution Account and distributed by the Trustee to the holder of the
Dividend Account Certificate and shall not be available for distribution to the
Holders of any Class of Certificates.

          (e) The Trustee shall make distributions in respect of a Distribution
Date to each Certificateholder of record on the related Record Date (other than
as provided in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Regular Certificates, by check or money order mailed
to such Certificateholder at the address appearing in the Certificate Register,
or by wire transfer. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.

          (f) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, which shall credit 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. All such credits
and disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of
the Certificates. None of the Trustee, the Depositor or the Servicer shall have
any responsibility therefor except as otherwise provided by applicable law.




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          SECTION 4.02. Reserved.

          SECTION 4.03. Statements.

          (a) On each Distribution Date, based, as applicable, on information
provided to it by the Servicer, the Trustee shall prepare and make available to
each Holder of the Regular Certificates, the Servicer and the Rating Agencies, a
statement as to the distributions made on such Distribution Date:

          (i) the amount of the distribution made on such Distribution Date to
     the Holders of each Class of Regular Certificates, separately identified,
     allocable to principal and the amount of the distribution made to the
     Holders of the Class P Certificates allocable to Prepayment Charges and
     Servicer Prepayment Charge Payment Amounts;

          (ii) the amount of the distribution made on such Distribution Date to
     the Holders of each Class of Regular Certificates (other than the Class P
     Certificates) allocable to interest, separately identified;

          (iii) the Overcollateralized Amount, the Overcollateralization Release
     Amount, the Overcollateralization Deficiency Amount and the
     Overcollateralization Target Amount as of such Distribution Date and the
     Excess Overcollateralized Amount for the Mortgage Pool for such
     Distribution Date;

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

          (v) the aggregate amount of Advances for the related Due Period;

          (vi) the Pool Balance at the Close of Business at the end of the
     related Due Period;

          (vii) the number, aggregate principal balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     Mortgage Loans as of the related Determination Date and the number and
     aggregate principal balance of all Subsequent Mortgage Loans added during
     the preceding Prepayment Period;

          (viii) the number and aggregate unpaid principal balance of Mortgage
     Loans that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy
     or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60 to 89 days and
     (3) 90 or more days, (B) as to which foreclosure proceedings have been
     commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or
     more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89
     days and (3) 90 or more days, in each case as of the Close of Business on
     the last day of the calendar month preceding such Distribution Date and (D)
     REO Properties;

          (ix) [reserved];



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<PAGE>



          (x) the total number and cumulative principal balance of all REO
     Properties as of the Close of Business of the last day of the preceding
     Prepayment Period;

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

          (xii) the aggregate amount of Realized Losses incurred during the
     related Prepayment Period and the cumulative amount of Realized Losses;

          (xiii) the aggregate amount of extraordinary Trust Fund expenses
     withdrawn from the Collection Account for such Distribution Date;

          (xiv) the Certificate Principal Balance of the Class A Certificates,
     the Mezzanine Certificates and the Class C Certificates, after giving
     effect to the distributions made on such Distribution Date;

          (xv) the Monthly Interest Distributable Amount in respect of each
     Class of Class A Certificates, each Class of Mezzanine Certificates and the
     Class C Certificates for such Distribution Date and the Unpaid Interest
     Shortfall Amount, if any, with respect to the Class A Certificates, the
     Mezzanine Certificates and the Class C Certificates for 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
     Servicer pursuant to Section 3.26;

          (xvii) the Credit Enhancement Percentage for such Distribution Date;

          (xviii) the Net WAC Rate Carryover Amount for each Class of Class A
     Certificates and each Class of Mezzanine Certificates, if any, for such
     Distribution Date and the amount remaining unpaid after reimbursements
     therefor on such Distribution Date;

          (xix) any Overcollateralization Target Amount, Overcollateralized
     Amount and Overcollateralization Deficiency Amount after giving effect to
     the distribution of principal on such Distribution Date;

          (xx) when the Stepdown Date or a Trigger Event has occurred;

          (xxi) the Available Funds;

          (xxii) the respective Pass-Through Rates applicable to each Class of
     Class A Certificates, each Class of Mezzanine Certificates and the Class C
     Certificates for such Distribution Date and the Pass- Through Rate
     applicable to each Class of Class A Certificates and each Class of
     Mezzanine Certificates for the immediately succeeding Distribution Date;




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          (xxiii) (A) the amount of payments received related to claims under
     the PMI Policy during the related Prepayment Period (and the number of
     Mortgage Loans to which such payments related) and (B) the cumulative
     amount of payments received related to claims under the PMI Policy since
     the Closing Date (and the number of Mortgage Loans to which such payments
     related);

          (xxiv) (A) the dollar amount of claims made under the PMI Policy that
     were denied during the Prepayment Period (and the number of Mortgage Loans
     to which such denials related) and (B) the dollar amount of the cumulative
     claims made under the PMI Policy that were denied since the Closing Date
     (and the number of Mortgage Loans to which such denials related);

          (xxv) the amount on deposit in the Dividend Account immediately prior
     to the related Servicer Remittance Date, the amount deposited into the
     Dividend Account on the related Servicer Remittance Date (separately
     identifying the amount received from Mortgagors and the amount advanced)
     and the amount withdrawn from the Dividend Account on the related Servicer
     Remittance Date (separately identifying the amount refunded to Mortgagors
     and the amount distributed to the holder of the Dividend Account
     Certificate on such Distribution Date);

          (xxvi) the amount on deposit in the Pre-Funding Accounts and the Net
     WAC Rate Carryover Reserve Account; and

          (xxvii) for the distribution occurring on the Distribution Date
     immediately following the end of the Funding Period, the balance on deposit
     in the Group I Pre-Funding Account and/or the Group II Pre-Funding Account
     that has not been used to purchase Subsequent Group I Mortgage Loans and/or
     Subsequent Group II Mortgage Loans, as applicable, and that is being
     distributed to the related Class A Certificates as a mandatory distribution
     of principal, if any, on such Distribution Date; and

          (xxviii) payments, if any, made under the Cap Contracts.

          The Trustee will make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to Certificateholders and the Rating Agencies via the
Trustee's internet website. The Trustee's internet website shall initially be
located at "www.ctslink.com". Assistance in using the website can be obtained by
calling the Trustee's customer service desk at (301) 815-6600. Parties that are
unable to use the above distribution option are entitled to have a paper copy
mailed to them via first class mail by calling the customer service desk and
indicating such. The Trustee shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trustee shall provide timely
and adequate notification to all above parties regarding any such changes. As a
condition to access to the Trustee's internet website, the Trustee may require
registration and the acceptance of a disclaimer. The Trustee will not be liable
for the dissemination of information in accordance with this Agreement. The
Trustee shall also be entitled to rely on but shall not be responsible for the
content or accuracy of any information provided by third parties for purposes of
preparing the Distribution Date statement and may affix



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thereto any disclaimer it deems appropriate in its reasonable discretion
(without suggesting liability on the part of any other party thereto).

          In the case of information furnished pursuant to subclauses (i)
through (iii) above, the amounts shall be expressed in a separate section of the
report as a dollar amount for each Class for each $1,000 original dollar amount
as of the Cut-off Date.

          (b) Within a reasonable period of time after the end of each calendar
year, the Trustee shall, upon written request, furnish to each Person who at any
time during the calendar year was a Certificateholder of a Regular Certificate,
if requested in writing by such Person, such information as is reasonably
necessary to provide to such Person 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 Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared and furnished
by the Trustee to Certificateholders pursuant to any requirements of the Code as
are in force from time to time.

          (c) On each Distribution Date, the Trustee shall make available to the
Residual Certificateholders a copy of the reports forwarded to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trustee deems necessary or appropriate.

          (d) Within a reasonable period of time after the end of each calendar
year, the Trustee shall deliver to each Person who at any time during the
calendar year was a Residual Certificateholder, if requested in writing by such
Person, such information as is reasonably necessary to provide to such Person a
statement containing the information provided pursuant to the previous paragraph
aggregated for such calendar year or applicable portion thereof during which
such Person was a Residual Certificateholder. Such obligation of the Trustee
shall be deemed to have been satisfied to the extent that substantially
comparable information shall be prepared and furnished to Certificateholders by
the Trustee pursuant to any requirements of the Code as from time to time in
force.

          SECTION 4.04. Remittance Reports; Advances.

          (a) On the second Business Day following each Determination Date but
in no event later than the 20th day of the each month (or if such 20th day is
not a Business Day, the preceding Business Day), the Servicer shall deliver to
the Trustee by telecopy or electronic mail (or by such other means as the
Servicer and the Trustee may agree from time to time) a Remittance Report with
respect to the related Distribution Date. Not later than the 20th day of each
month (or if such 20th day is not a Business Day, the preceding Business Day),
the Servicer shall deliver or cause to be delivered to the Trustee in addition
to the information provided on the Remittance Report, such other information
reasonably available to it with respect to the Mortgage Loans as the Trustee 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 4.03. The Trustee shall not be
responsible to recompute, recalculate or verify any information provided to it
by the Servicer.




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          In addition, the Servicer will provide to the Depositor, on a monthly
basis, information regarding the Mortgage Loans reasonably requested by the
Depositor.

          (b) The amount of Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.04(d), the sum of (i) the
aggregate amount of Monthly Payments (net of the related Servicing Fee), due
during the related Due Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent on a contractual basis 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 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. For purposes of the
preceding sentence, the Monthly Payment on each Balloon Mortgage Loan with a
delinquent Balloon Payment is equal to the assumed monthly payment that would
have been due on the related Due Date based on the original principal
amortization schedule for the such Balloon Mortgage Loan.

          On or before 1:00 p.m. New York time on the Servicer Remittance Date,
the Servicer shall remit in immediately available funds to the Trustee for
deposit in the Distribution Account (or, in the case of Advances of the Dividend
Portions of Monthly Payments on Dividend Mortgage Loans, deposit immediately
available funds into the Dividend Account) an amount equal to the aggregate
amount of 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 4.04, used by the Servicer in discharge of
any such Advance) or (iii) in the form of any combination of (i) and (ii)
aggregating the total amount of Advances to be made by the Servicer with respect
to the Mortgage Loans and REO Properties. Any amounts held for future
distribution used by the Servicer to make an Advance as permitted in the
preceding sentence shall be appropriately reflected in the Servicer's records
and replaced by the Servicer by deposit in the Collection Account on or before
any future Servicer Remittance Date to the extent that the Available Funds for
the related Distribution Date (determined without regard to Advances to be made
on the 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 Advances. The Trustee will provide notice to the Servicer
by telecopy by the Close of Business on any Servicer Remittance Date in the
event that the amount remitted by the Servicer to the Trustee on such date is
less than the Advances required to be made by the Servicer for the related
Distribution Date, as set forth in the related Remittance Report.

          (c) The obligation of the Servicer to make such Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan, shall continue until the Mortgage Loan
is paid in full or until all Liquidation Proceeds thereon have been recovered,
or a Final Recovery Determination has been made thereon.




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

          SECTION 4.05. Pre-Funding Accounts.

          (a) No later than the Closing Date, the Trustee shall establish and
maintain two segregated trust accounts that are each Eligible Accounts, which
shall be titled "Group I Pre-Funding Account, Wells Fargo Bank Minnesota,
National Association, as trustee for the registered holders of First Franklin
Mortgage Loan Trust 2002-FF4, Asset-Backed Certificates, Series 2002-FF4" (the
"Group I Pre-Funding Account") and "Group II Pre-Funding Account, Wells Fargo
Bank Minnesota, National Association, as trustee for the registered holders of
Option One Mortgage Loan Trust 2002- FF4, Asset-Backed Certificates, Series
2002-FF4" (the "Group II Pre-Funding Account"). The Trustee shall, promptly upon
receipt, deposit in the applicable Pre-Funding Account and retain therein the
Original Group I Pre-Funded Amount and the Original Group II Pre-Funded Amount,
as applicable, remitted on the Closing Date to the Trustee by the Depositor.
Funds deposited in the Pre- Funding Accounts shall be held in trust by the
Trustee for the Certificateholders for the uses and purposes set forth herein.

          (b) The Trustee will invest funds deposited in the Pre-Funding
Accounts as directed by the Depositor in Permitted Investments with a maturity
date (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 Trustee or an Affiliate manages or advises
such investment, (ii) no later than the date on which such funds are required to
be withdrawn from such account pursuant to this Agreement, if the Trustee or an
Affiliate manages or advises such investment or (iii) within one Business Day of
the Trustee's receipt thereof. For federal income tax purposes, the Depositor
shall be the owner of the Pre-Funding Accounts and shall report all items of
income, deduction, gain or loss arising therefrom. All income and gain realized
from investment of funds deposited in the Pre-Funding Accounts shall be
transferred to the Depositor. The Depositor shall deposit in the Pre-Funding
Accounts the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss without any right of
reimbursement therefor. At no time will the Pre-Funding Accounts be assets of
any REMIC created hereunder.

          (c) Amounts on deposit in the Pre-Funding Accounts shall be withdrawn
by the Trustee as follows:

          (i) On any Subsequent Transfer Date, the Trustee shall withdraw from
     the Group I Pre-Funding Account or the Group II Pre-Funding Account, as
     applicable, an amount equal to 100% of the Stated Principal Balances of the
     Subsequent Group I Mortgage Loans or the Subsequent Group II Mortgage
     Loans, as applicable, transferred and assigned to the Trustee for deposit
     in the Mortgage Pool on such Subsequent Transfer Date and pay such amount
     to or upon the order of the Depositor upon satisfaction of the conditions
     set forth in Section 2.08 with respect to such transfer and assignment;



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          (ii) If the amount on deposit in the Pre-Funding Accounts (exclusive
     of investment income) has not been reduced to zero during the Funding
     Period, on the day immediately following the termination of the Funding
     Period, the Trustee shall deposit into the Distribution Account any amounts
     remaining in the Pre-Funding Accounts (exclusive of investment income) for
     distribution in accordance with the terms hereof;

          (iii) To withdraw any amount not required to be deposited in the
     Pre-Funding Accounts or deposited therein in error; and

          (iv) To clear and terminate the Pre-Funding Accounts upon the earlier
     to occur of (A) the Distribution Date immediately following the end of the
     Funding Period and (B) the termination of this Agreement, with any amounts
     remaining on deposit therein being paid to the Holders of the Certificates
     then entitled to distributions in respect of principal.

          Withdrawals pursuant to clauses (i), (ii) and (iii) shall be treated
as contributions of cash to REMIC 1 on the date of withdrawal.

          SECTION 4.06. [Reserved]

          SECTION 4.07. Distributions on the REMIC Regular Interests.

          (a) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 1
to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-1 Interest), as the case may be:

          With respect to the Group I Mortgage Loans:

          (1)(i) to the Holders of REMIC 1 Regular Interest LT1A, REMIC 1
     Regular Interest LT1B and REMIC 1 Regular Interest LT1P in an amount equal
     to (A) the Uncertificated Accrued Interest for each REMIC 1 Regular
     Interest for such Distribution Date, plus (B) any amounts in respect
     thereof remaining unpaid from previous Distribution Dates; and

          (ii) to the Holders of REMIC 1 Regular Interest LT1P, on the
     Distribution Date immediately following the expiration of the latest
     Prepayment Charge as identified on the Prepayment Charge Schedule or any
     Distribution Date thereafter until $100 has been distributed pursuant to
     this clause;

               (2) to the Holders of REMIC 1 Regular Interest LT1A and REMIC 1
          Regular Interest LT1B, in an amount equal to the remainder of the
          Available Funds for such Distribution Date after the distributions
          made pursuant to clause (1) above, allocated as follows:

                    (a) to the Holders of REMIC 1 Regular Interest LT1A, until
               the Uncertificated Principal Balance of REMIC 1 Regular Interest
               LT1A is reduced to zero;



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                    (b) to the Holders of REMIC 1 Regular Interest LT1B, until
               the Uncertificated Principal Balance of REMIC 1 Regular Interest
               LT1B is reduced to zero; and

                    (c) any remaining amount to the Holders of the Class R
               Certificates (in respect of the Class R-1 Interest).

               With respect to the Group II Mortgage Loans:

               (1) to the Holders of REMIC 1 Regular Interest LT1C and REMIC 1
          Regular Interest LT1D in an amount equal to (A) the Uncertificated
          Accrued Interest for each REMIC 1 Regular Interest for such
          Distribution Date, plus (B) any amounts in respect thereof remaining
          unpaid from previous Distribution Dates;

               (2) to the Holders of REMIC 1 Regular Interest LT1C and REMIC 1
          Regular Interest LT1D, in an amount equal to the remainder of the
          Available Funds for such Distribution Date after the distributions
          made pursuant to clause (1) above, allocated as follows:

                    (a) to the Holders of REMIC 1 Regular Interest LT1C, until
               the Uncertificated Principal Balance of REMIC 1 Regular Interest
               LT1C is reduced to zero;

                    (b) to the Holders of REMIC 1 Regular Interest LT1D, until
               the Uncertificated Principal Balance of REMIC 1 Regular Interest
               LT1D is reduced to zero; and

                    (c) any remaining amount to the Holders of the Class R
               Certificates (in respect of the Class R-1 Interest).

          On each Distribution Date, all amounts representing Prepayment Charges
in respect of the Mortgage Loans received during the related Prepayment Period
will be distributed by REMIC 1 to the Holders of REMIC 1 Regular Interest LT1P.
The payment of the foregoing amounts to the Holders of REMIC 1 Regular Interest
LT1P shall not reduce the Uncertificated Principal Balance thereof.

          (b) On each Distribution Date, the Trustee shall cause in the
following order of priority, the following amounts to be distributed by REMIC 2
to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:

          (i) first, to the extent of Available Funds, to Holders of REMIC 2
     Regular Interest LTAA, REMIC 2 Regular Interest LTA1, REMIC 2 Regular
     Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular Interest
     LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2
     Regular Interest LTM3, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
     Interest LTP, PRO RATA, in an amount equal to



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     (A) the Uncertificated Accrued Interest for such Distribution Date, plus
     (B) any amounts in respect thereof remaining unpaid from previous
     Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
     respect of REMIC 2 Regular Interest LTZZ shall be reduced and deferred when
     the REMIC 2 Overcollateralization Amount is less than the REMIC 2
     Overcollateralization Target Amount, by the lesser of (x) the amount of
     such difference and (y) the Maximum Uncertificated Accrued Interest
     Deferral Amount; and

          (ii) second, to the Holders of REMIC 2 Regular Interests, in an amount
     equal to the remainder of the Available Funds for such Distribution Date
     after the distributions made pursuant to clause (i) above, allocated as
     follows:

               (a) to the Holders of REMIC 2 Regular Interest LTAA and REMIC 2
          Regular Interest LTP, 98.00% of such remainder, until the
          Uncertificated Principal Balance of such Uncertificated REMIC 2
          Regular Interest is reduced to zero; provided, however, that REMIC 2
          Regular Interest LTP shall not be reduced until the Distribution Date
          immediately following the expiration of the latest Prepayment Charge
          as identified on the Prepayment Charge Schedule or any Distribution
          Date thereafter, at which point such amount shall be distributed to
          REMIC 2 Regular Interest LTP, until $100 has been distributed pursuant
          to this clause;

               (b) to the Holders of REMIC 2 Regular Interest LTA1, REMIC 2
          Regular Interest LTA2, REMIC 2 Regular Interest LTA3, REMIC 2 Regular
          Interest LTA4, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
          LTM2 and REMIC 2 Regular Interest LTM3, 1.00% of such remainder, in
          the same proportion as principal payments are allocated to the
          Corresponding Certificates, until the Uncertificated Principal
          Balances of such REMIC 2 Regular Interests are reduced to zero;

               (c) to the Holders of REMIC 2 Regular Interest LTZZ, 1.00% of
          such remainder, until the Uncertificated Principal Balance of such
          REMIC 2 Regular Interest is reduced to zero; and

               (d) any remaining amount to the Holders of the Class R
          Certificates (in respect of the Class R-2 Interest);

provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Overcollateralization Release Amount shall be allocated
to Holders of (i) REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest
LTP, in that order and (ii) REMIC 2 Regular Interest LTZZ, respectively;
provided that REMIC 2 Regular Interest LTP shall not be reduced until the
Distribution Date immediately following the expiration of the latest Prepayment
Charge as identified on the Prepayment Charge Schedule or any Distribution Date
thereafter, at which point such amount shall be distributed to REMIC 2 Regular
Interest LTP, until $100 has been distributed pursuant to this clause.

          SECTION 4.08. Allocation of Realized Losses.




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          (a) All Realized Losses on the Mortgage Loans allocated to any Regular
Certificate shall be allocated by the Trustee on each Distribution Date as
follows: first, to Net Monthly Excess Cashflow; second, to the Class C
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; third, to the Class M-3 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero, fourth, to the Class M-2 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; and
fifth, to the Class M-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero. All Realized Losses to be allocated to the
Certificate Principal Balances of all Classes on any Distribution Date shall be
so allocated after the actual distributions to be made on such date as provided
above. All references above to the Certificate Principal Balance of any Class of
Certificates shall be to the Certificate Principal Balance of such Class
immediately prior to the relevant Distribution Date, before reduction thereof by
any Realized Losses, in each case to be allocated to such Class of Certificates,
on such Distribution Date.

          Any allocation of Realized Losses to a Mezzanine Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated; any allocation of Realized Losses to a Class
C Certificates shall be made by reducing the amount otherwise payable in respect
thereof pursuant to Section 4.01(d)(x). No allocations of any Realized Losses
shall be made to the Certificate Principal Balances of the Class A Certificates
or the Class P Certificates.

          (b) All Realized Losses on the Group I Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the REMIC 1 Regular
Interest LT1A and REMIC 1 Regular Interest LT1B until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest has been reduced to
zero; provided however, with respect to the first two Distribution Dates, all
Realized Losses on the Initial Group I Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1A until the Uncertificated Principal Balance of each
such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses
on the Subsequent Group I Mortgage Loans shall be allocated to REMIC 1 Regular
Interest LT1B until the Uncertificated Principal Balance thereof has been
reduced to zero. All Realized Losses on the Group II Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the REMIC 1 Regular
Interest LT1C and REMIC 1 Regular Interest LT1D until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest has been reduced to
zero; provided however, with respect to the first two Distribution Dates, all
Realized Losses on the Initial Group II Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1C until the Uncertificated Principal Balance of each
such REMIC 1 Regular Interest has been reduced to zero, and all Realized Losses
on the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1 Regular
Interest LT1D until the Uncertificated Principal Balance thereof has been
reduced to zero.

          (c) All Realized Losses on the Mortgage Loans shall be deemed to have
been allocated in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest LTAA and
REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC 2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM3 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3



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has been reduced to zero; fourth, to the Uncertificated Principal Balances of
REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM2 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM2 has been reduced to zero; and fifth, to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM1 has been reduced to zero.




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                                    ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          Each of the Class A Certificates, the Mezzanine Certificates, the
Class P Certificates, the Class C Certificates and the Residual Certificates
shall be substantially in the forms annexed hereto as exhibits, and shall, on
original issue, be executed, authenticated and delivered by the Trustee to or
upon the order of the Depositor concurrently with the sale and assignment to the
Trustee of the Trust Fund. The Class A Certificates and the Mezzanine
Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of $50,000
and integral dollar multiples of $1.00 in excess thereof, except that one
Certificate of each such Class of Certificates may be in a different
denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the Certificate Principal Balance of such
Class on the Closing Date. The Class P Certificates, the Class C Certificates
and the Residual Certificates are issuable in any Percentage Interests;
provided, however, that the sum of all such percentages for each such Class
totals 100% and no more than ten Certificates of each Class may be issued and
outstanding at any one time.

          The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature on behalf of the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Trustee substantially in the form provided for
herein, and such authentication upon any Certificate 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. Subject to Section 5.02(c), the Class A Certificates
and the Mezzanine Certificates shall be Book-Entry Certificates. The other
Classes of Certificates shall not be Book-Entry Certificates.

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) The Certificate Registrar shall cause to be kept at the Corporate
Trust Office a Certificate Register in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. The Trustee shall initially serve as Certificate Registrar for
the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided.

          Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of a Residual Certificate,
upon satisfaction of the conditions set forth below, the Trustee on



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behalf of the Trust shall execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
aggregate Percentage Interest.

          At the option of the Certificateholders, Certificates may be exchanged
for other Certificates in authorized denominations and the same aggregate
Percentage Interests, upon surrender of the Certificates to be exchanged at any
such office or agency. Whenever any Certificates are so surrendered for
exchange, the Trustee shall execute on behalf of the Trust and authenticate and
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for registration
of transfer or exchange shall (if so required by the Trustee or the Certificate
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer satisfactory to the Trustee and the Certificate Registrar duly executed
by, the Holder thereof or his attorney duly authorized in writing. In addition,
with respect to each Residual Certificate, the holder thereof may exchange, in
the manner described above, such Class R Certificate for two separate
certificates, each representing such holder's respective Percentage Interest in
the Class R-1 Interest and the Class R-2 Interest that was evidenced by the
Class R Certificate being exchanged.

          (b) Except as provided in paragraph (c) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (i) registration of such Certificates may not
be transferred by the Trustee except to another Depository; (ii) the Depository
shall maintain book-entry records with respect to the Certificate Owners and
with respect to ownership and transfers of such Certificates; (iii) ownership
and transfers of registration of such Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Trustee shall for all
purposes deal with the Depository as representative of the Certificate Owners of
the Certificates for purposes of exercising the rights of Holders under this
Agreement, and requests and directions for and votes of such representative
shall not be deemed to be inconsistent if they are made with respect to
different Certificate Owners; (vi) the Trustee may rely and shall be fully
protected in relying upon information furnished by the Depository with respect
to its Depository Participants and furnished by the Depository Participants with
respect to indirect participating firms and Persons shown on the books of such
indirect participating firms as direct or indirect Certificate Owners; and (vii)
the direct participants of the Depository shall have no rights under this
Agreement under or with respect to any of the Certificates held on their behalf
by the Depository, and the Depository may be treated by the Trustee and its
agents, employees, officers and directors as the absolute owner of the
Certificates for all purposes whatsoever.

          All transfers by Certificate Owners of Book-Entry Certificates shall
be made in accordance with the procedures established by the Depository
Participant or brokerage firm representing such Certificate Owners. Each
Depository Participant shall only transfer Book-Entry Certificates of
Certificate Owners that it represents or of brokerage firms for which it acts as
agent in accordance with the Depository's normal procedures. The parties hereto
are hereby authorized to execute a Letter of Representations with the Depository
or take such other action as may be necessary or desirable to register a
Book-Entry Certificate to the Depository. In the event of any conflict between
the terms of any such Letter of Representation and this Agreement, the terms of
this Agreement shall control.



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          (c) If (i)(x) the Depository or the Depositor advises the Trustee in
writing that the Depository is no longer willing or able to discharge properly
its responsibilities as Depository and (y) the Trustee or the Depositor is
unable to locate a qualified successor, (ii) the Depositor, at its sole option,
with the consent of the Trustee, elects to terminate the book-entry system
through the Depository or (iii) after the occurrence of a Servicer Event of
Termination, the Certificate Owners of the Book-Entry Certificates representing
Percentage Interests of such Classes aggregating not less than 51% advise the
Trustee and Depository through the Financial Intermediaries and the Depository
Participants in writing that the continuation of a book-entry system through the
Depository to the exclusion of definitive, fully registered certificates (the
"Definitive Certificates") to Certificate Owners is no longer in the best
interests of the Certificate Owners. Upon surrender to the Certificate Registrar
of the Book-Entry Certificates by the Depository, accompanied by registration
instructions from the Depository for registration, the Trustee shall, at the
Depositor's expense, in the case of (ii) above, or the Servicer's expense, in
the case of (i) and (iii) above, execute on behalf of the Trust and authenticate
the Definitive Certificates. Neither the Depositor nor the Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Certificates, the Trustee, the Certificate Registrar, the
Servicer, any Paying Agent and the Depositor shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.

          (d) No transfer, sale, pledge or other disposition of any Class C
Certificate, Class P Certificate or Residual Certificate shall be made unless
such disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended (the "1933 Act"), and any applicable state securities
laws or is made in accordance with the 1933 Act and laws. In the event of any
such transfer, except with respect to the initial transfer of any Class C
Certificate, Class P Certificate or Residual Certificates by the Depositor (i)
unless such transfer is made in reliance upon Rule 144A (as evidenced by the
investment letter delivered to the Trustee, in substantially the form attached
hereto as Exhibit J) under the 1933 Act, the Trustee and the Depositor shall
require a written Opinion of Counsel (which may be in-house counsel) acceptable
to and in form and substance reasonably satisfactory to the Trustee and the
Depositor that such transfer may be made pursuant to an exemption, describing
the applicable exemption and the basis therefor, from the 1933 Act or is being
made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense
of the Trustee or the Depositor or (ii) the Trustee shall require the transferor
to execute a transferor certificate (in substantially the form attached hereto
as Exhibit L) and the transferee to execute an investment letter (in
substantially the form attached hereto as Exhibit J) acceptable to and in form
and substance reasonably satisfactory to the Depositor and the Trustee
certifying to the Depositor and the Trustee the facts surrounding such transfer,
which investment letter shall not be an expense of the Trustee or the Depositor.
The Holder of a Class C Certificate, Class P Certificate or Residual Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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.

          Notwithstanding the foregoing, no certification or Opinion of Counsel
described in this Section 5.02(d) will be required in connection with the
transfer, on the Closing Date, of any Class R Certificate by the Depositor to an
"accredited investor" within the meaning of Rule 501 of the 1933 Act.




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          No transfer of a Class C Certificate, Class P Certificate or Residual
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 Department of Labor regulation
promulgated at 29 C.F.R. ss. 2510.3-101 ("Plan Assets"), as certified by such
transferee in the form of Exhibit M, unless the Depositor, the Trustee and the
Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Trustee and the 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 Servicer, the Trustee or the Trust Fund to
any obligation or liability (including 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 Servicer,
the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel
will be required in connection with the initial transfer of any such Certificate
by the Depositor to an affiliate of the Depositor (in which case, the Depositor
or any affiliate thereof shall have deemed to have represented that such
affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall
be entitled to conclusively rely upon a representation (which, upon the request
of the Trustee, shall be a written representation) from the Depositor of the
status of such transferee as an affiliate of the Depositor.

          Each Transferee of a Mezzanine Certificate will be deemed to have
represented by virtue of its purchase or holding of such Certificate (or
interest therein) that either (a) such Transferee is not a Plan or purchasing
such Certificate with Plan Assets, (b) it has acquired and is holding such
Certificate in reliance on Prohibited Transaction Exemption ("PTE") 90-59, 55
Fed. Reg. 36724 (September 6, 1990), as amended by PTE 2000-58, 65 Fed. Reg.
67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002)
(the "Exemption"), and that it understands that there are certain conditions to
the availability of the Exemption including that such Certificate must be rated,
at the time of purchase, not lower than "BBB-" (or its equivalent) by a Rating
Agency or (c) the following conditions are satisfied: (i) such Transferee is an
insurance company, (ii) the source of funds used to purchase or hold such
Certificate (or interest therein) is an "insurance company general account" (as
defined in U.S. Department of Labor Prohibited Transaction Class Exemption
("PTCE") 95-60, and (iii) the conditions set forth in Sections I and III of PTCE
95-60 have been satisfied.

          If any Class C Certificate, Class P Certificate or Residual
Certificate or any interest therein is acquired or held in violation of the
provisions of the second 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 Servicer, the
Trustee and the Trust from and against any and all liabilities, claims, costs or
expenses incurred by those parties as a result of that acquisition or holding.

          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 appointed the Depositor or



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its designee as its attorney-in-fact to negotiate the terms of any mandatory
sale under clause (v) below and to execute all instruments of transfer and to do
all other things necessary in connection with any such sale, and the rights of
each Person acquiring any Ownership Interest in a Residual Certificate are
expressly subject to the following provisions:

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

          (ii) No Person shall acquire an Ownership Interest in a Residual
     Certificate unless such Ownership Interest is a PRO RATA undivided
     interest.

          (iii) In connection with any proposed transfer of any Ownership
     Interest in a Residual Certificate, the Trustee shall as a condition to
     registration of the transfer, require delivery to it, in form and substance
     satisfactory to it, of each of the following:

          (A)  an affidavit in the form of Exhibit K hereto from the proposed
               transferee to the effect that such transferee is a Permitted
               Transferee and 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 who is not
               a Permitted Transferee; and

          (B)  a covenant of the proposed transferee to the effect that the
               proposed transferee agrees to be bound by and to abide by the
               transfer restrictions applicable to the Residual Certificates.

          (iv) Any attempted or purported transfer of any Ownership Interest in
a Residual Certificate in violation of the provisions of this Section shall be
absolutely null and void and shall vest no rights in the purported transferee.
If any purported transferee shall, in violation of the provisions of this
Section, become a Holder of a Residual Certificate, then the prior Holder of
such Residual Certificate that is a Permitted Transferee shall, upon discovery
that the registration of transfer of such Residual Certificate was not in fact
permitted by this Section, be restored to all rights as Holder thereof
retroactive to the date of registration of transfer of such Residual
Certificate. The Trustee 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 or for making any distributions due on such Residual Certificate
to the Holder thereof or taking any other action with respect to such Holder
under the provisions of this Agreement so long as the Trustee received the
documents specified in clause (iii). The Trustee shall be entitled to recover
from any Holder of a Residual Certificate that was in fact not a Permitted
Transferee at the time such distributions were made all distributions made on
such Residual Certificate. Any such distributions so recovered by the Trustee
shall be distributed and delivered by the Trustee to the prior Holder of such
Residual Certificate that is a Permitted Transferee.

          (v) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the restrictions in
this Section, then the Trustee shall have the right but not the obligation,
without notice to the Holder of such Residual Certificate or any



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other Person having an Ownership Interest therein, to notify the Depositor to
arrange for the sale of such Residual Certificate. The proceeds of such sale,
net of commissions (which may include commissions payable to the Depositor or
its affiliates in connection with such sale), expenses and taxes due, if any,
will be remitted by the Trustee to the previous Holder of such Residual
Certificate that is a Permitted Transferee, except that in the event that the
Trustee determines that the Holder of such Residual Certificate may be liable
for any amount due under this Section or any other provisions of this Agreement,
the Trustee may withhold a corresponding amount from such remittance as security
for such claim. The terms and conditions of any sale under this clause (v) shall
be determined in the sole discretion of the Trustee and it shall not be liable
to any Person having an Ownership Interest in a Residual Certificate as a result
of its exercise of such discretion.

          (vi) If any Person other than a Permitted Transferee acquires any
Ownership Interest in a Residual Certificate in violation of the restrictions in
this Section, then the Trustee upon receipt of reasonable compensation will
provide to the Internal Revenue Service, and to the persons specified in
Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax
imposed under Section 860E(e)(5) of the Code on transfers of residual interests
to disqualified organizations.

          The foregoing provisions of this Section shall cease to apply to
transfers occurring on or after the date on which there shall have been
delivered to the Trustee, in form and substance satisfactory to the Trustee, (i)
written notification from each Rating Agency that the removal of the
restrictions on transfer set forth in this Section will not cause such Rating
Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.

          (e) No service charge shall be made for any registration of transfer
or exchange of Certificates of any Class, but the Certificate Registrar 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.

          All Certificates surrendered for registration of transfer or exchange
shall be canceled by the Certificate Registrar and disposed of pursuant to its
standard procedures.

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

          If (i) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee, the Depositor and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and Percentage Interest. Upon the issuance of any new
Certificate under this Section, the Trustee or the Certificate Registrar 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 Trustee and the Certificate Registrar) in
connection therewith. Any duplicate Certificate issued pursuant to this Section,
shall constitute complete and indefeasible



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evidence of ownership in the Trust, 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 Servicer, the Depositor, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of the Servicer, the Depositor, the Trustee, the
Certificate Registrar or any Paying Agent may treat the Person, including a
Depository, in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever, and none of the Servicer, the Trust, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

          SECTION 5.05. Appointment of Paying Agent.

          (a) The Paying Agent shall make distributions to Certificateholders
from the Distribution Account pursuant to Section 4.01 and shall report the
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation (i) to withdraw funds from the Collection Account
pursuant to Section 3.11(a) and for the purpose of making the distributions
referred to above and (ii) to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly organized and validly existing under the laws of the
United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor.

          (b) The Trustee shall cause the Paying Agent (if other than the
Trustee) to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee that such Paying Agent shall hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders and shall agree that it shall comply with all
requirements of the Code regarding the withholding of payments in respect of
Federal income taxes due from Certificate Owners and otherwise comply with the
provisions of this Agreement applicable to it.




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                                   ARTICLE VI

                         THE SERVICER AND THE DEPOSITOR

          SECTION 6.01. Liability of the Servicer and the Depositor.

          The Servicer shall be liable in accordance herewith only to the extent
of the obligations specifically imposed upon and undertaken by Servicer herein.
The Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Depositor.

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

          Any entity into which the Servicer or Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer or the Depositor shall be a party, or any
corporation succeeding to the business of the Servicer or the Depositor, shall
be the successor of the Servicer or the Depositor, 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 Servicer shall satisfy
all the requirements of Section 7.02 with respect to the qualifications of a
successor Servicer.

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

          Neither the Servicer or the Depositor nor any of the directors or
officers or employees or agents of the Servicer or the Depositor shall be under
any liability to the Trust or the Certificateholders for any action taken or for
refraining from the taking of any action by the Servicer or the Depositor in
good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Servicer, the Depositor or
any such Person against any liability which would otherwise be imposed by reason
of its willful misfeasance, bad faith or negligence in the performance of duties
of the Servicer or the Depositor, as the case may be, or by reason of its
reckless disregard of its obligations and duties of the Servicer or the
Depositor, as the case may be, hereunder; provided, further, that this provision
shall not be construed to entitle the Servicer to indemnity in the event that
amounts advanced by the Servicer to retire any senior lien exceed Liquidation
Proceeds (in excess of related liquidation expenses) realized with respect to
the related Mortgage Loan. The Servicer and any director or officer or employee
or agent of the Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Servicer and the Depositor, and any director or officer
or employee or agent of the Servicer or the Depositor, shall be indemnified by
the Trust and held harmless 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 related to any specific Mortgage Loan
or Mortgage Loans (except as any such loss, liability or expense shall be
otherwise reimbursable pursuant to this Agreement) and any loss, liability or
expense incurred by reason of its willful misfeasance, bad faith or negligence
in the performance of duties hereunder or by reason of its reckless disregard of
obligations and duties hereunder. The Servicer or the Depositor may undertake
any such action which it may deem necessary or desirable in respect of this



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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
Servicer acts without the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights, the reasonable legal expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Trust and the 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. The
Servicer's right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the Servicer pursuant to Section 6.04
or 7.01 with respect to any losses, expenses, costs or liabilities arising prior
to such resignation or termination (or arising from events that occurred prior
to such resignation or termination). This paragraph shall apply to the Servicer
solely in its capacity as Servicer hereunder and in no other capacities.

          SECTION 6.04. Servicer Not to Resign.

          Subject to the provisions of Section 7.01 and Section 6.02, the
Servicer shall not resign from the obligations and duties hereby imposed on it
except (i) upon determination that the performance of its obligations or duties
hereunder are no longer permissible under applicable law or are in material
conflict by reason of applicable law with any other activities carried on by it
or its subsidiaries or Affiliates, the other activities of the Servicer so
causing such a conflict being of a type and nature carried on by the Servicer or
its subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a
successor servicer to the Trustee in writing and such proposed successor
servicer is reasonably acceptable to the Trustee and (b) each Rating Agency
shall have delivered a letter to the Trustee prior to the appointment of the
successor servicer stating that the proposed appointment of such successor
servicer as Servicer hereunder will not result in the reduction or withdrawal of
the then current rating of the Certificates; provided, however, that no such
resignation by the Servicer shall become effective until such successor servicer
or, in the case of (i) above, the Trustee shall have assumed the Servicer's
responsibilities and obligations hereunder or the Trustee shall have designated
a successor servicer in accordance with Section 7.02. Any such resignation shall
not relieve the Servicer of responsibility for any of the obligations specified
in Sections 7.01 and 7.02 as obligations that survive the resignation or
termination of the Servicer. Any such determination permitting the resignation
of the Servicer pursuant to clause (i) above shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee. Any such determination
permitting the resignation of the Servicer shall be evidenced by an Opinion of
Counsel to such effect delivered to the Trustee.

          SECTION 6.05. Delegation of Duties.

          In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those set forth in Section 3.01. Such delegation shall not relieve
the Servicer of its liabilities and responsibilities with respect to such duties
and shall not constitute a resignation within the meaning of Section 6.04.
Except as provided in Section 3.02, no such delegation is permitted that results
in the delegee subservicing any Mortgage Loans. The Servicer shall provide the
Trustee with 60 days prior written notice prior to the delegation of any of



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its duties to any Person other than any of the Servicer's Affiliates or their
respective successors and assigns.

          SECTION 6.06. Reserved.

          SECTION 6.07. Inspection.

          The Servicer, in its capacity as Servicer, shall afford the Trustee,
upon reasonable notice, during normal business hours, access to all records
maintained by the Servicer in respect of its rights and obligations hereunder
and access to officers of the Servicer responsible for such obligations. Upon
request, the Servicer shall furnish to the Trustee its most recent publicly
available financial statements and such other information relating to its
capacity to perform its obligations under this Agreement.

          SECTION 6.08. Duties of the Credit Risk Manager.

          For and on behalf of the Depositor, the Credit Risk Manager will
provide reports and recommendations concerning certain delinquent and defaulted
Mortgage Loans, and as to the collection of any Prepayment Charges with respect
to the Mortgage Loans. Such reports and recommendations will be based upon
information provided to the Credit Risk Manager pursuant to the Credit Risk
Management Agreement, and the Credit Risk Manager shall look solely to the
Servicer for all information and data (including loss and delinquency
information and data) relating to the servicing of the Mortgage Loans. Upon any
termination of the Credit Risk Manager or the appointment of a successor Credit
Risk Manager, the Depositor shall give written notice thereof to the Servicer,
the Trustee, and each Rating Agency. Notwithstanding the foregoing, the
termination of the Credit Risk Manager pursuant to this Section shall not become
effective until the appointment of a successor Credit Risk Manager.

          SECTION 6.09. Limitation Upon Liability of the Credit Risk Manager.

          Neither the Credit Risk Manager, nor any of its directors, officers,
employees, or agents shall be under any liability to the Trustee, the
Certificateholders, or the Depositor for any action taken or for refraining from
the taking of any action made in good faith pursuant to this Agreement, in
reliance upon information provided by the Servicer under the applicable Credit
Risk Management Agreement, or for errors in judgment; provided, however, that
this provision shall not protect the Credit Risk Manager or any such person
against liability that would otherwise be imposed by reason of willful
malfeasance or bad faith in its performance of its duties. The Credit Risk
Manager and any director, officer, employee, or agent of the Credit Risk Manager
may rely in good faith on any document of any kind PRIMA FACIE properly executed
and submitted by any Person respecting any matters arising hereunder, and may
rely in good faith upon the accuracy of information furnished by the Servicer
pursuant to the applicable Credit Risk Management Agreement in the performance
of its duties thereunder and hereunder.

          SECTION 6.10. Removal of the Credit Risk Manager.




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          The Credit Risk Manager may be removed as Credit Risk Manager by
Certificateholders holding not less than 66 2/3% of the Voting Rights in the
Trust, in the exercise of its or their sole discretion. The Certificateholders
shall provide written notice of the Credit Risk Manager's removal to the
Trustee. Upon receipt of such notice, the Trustee shall provide written notice
to the Credit Risk Manager of its removal, which shall be effective upon receipt
of such notice by the Credit Risk Manager.





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                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01. Servicer Events of Termination.

          (a) If any one of the following events ("Servicer Events of
Termination") shall occur and be continuing:

          (i) (A) The failure by the Servicer to make any Advance; or (B) any
     other failure by the Servicer to deposit in the Collection Account or
     Distribution Account any deposit required to be made under the terms of
     this Agreement which continues unremedied for a period of one Business Day
     after the date upon which written notice of such failure shall have been
     given to the Servicer by the Trustee or to the Trustee by any Holders of a
     Regular Certificate evidencing at least 25% of the Voting Rights; or

          (ii) The failure by the Servicer to make any required Servicing
     Advance which failure continues unremedied for a period of 30 days, or the
     failure by the Servicer duly to observe or perform, in any material
     respect, any other covenants, obligations or agreements of the Servicer as
     set forth in this Agreement, which failure continues unremedied for a
     period of 30 days, after the date (A) on which written notice of such
     failure, requiring the same to be remedied, shall have been given to the
     Servicer by the Trustee or to the Trustee by any Holders of a Regular
     Certificate evidencing at least 25% of the Voting Rights or (B) of actual
     knowledge of such failure by a Servicing Officer of the Servicer; or

          (iii) The entry against the Servicer of a decree or order by a court
     or agency or supervisory authority having jurisdiction in the premises for
     the appointment of a trustee, conservator, receiver or liquidator in any
     insolvency, conservatorship, receivership, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding up or liquidation of its affairs, and the continuance of any such
     decree or order unstayed and in effect for a period of 60 days; or

          (iv) The Servicer shall voluntarily go into liquidation, consent to
     the appointment of a conservator or receiver or liquidator or similar
     person in any insolvency, readjustment of debt, marshalling of assets and
     liabilities or similar proceedings of or relating to the Servicer or of or
     relating to all or substantially all of its property; or a decree or order
     of a court or agency or supervisory authority having jurisdiction in the
     premises for the appointment of a conservator, receiver, liquidator or
     similar person in any insolvency, readjustment of debt, marshalling of
     assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the Servicer
     and such decree or order shall have remained in force undischarged,
     unbonded or unstayed for a period of 60 days; or the 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 or
     reorganization statute, make an assignment for the benefit of its creditors
     or voluntarily suspend payment of its obligations; or




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          (v) Any failure by the Servicer of the Servicer Termination Test;

          (b) then, and in each and every such case, so long as a Servicer Event
of Termination shall not have been remedied within the applicable grace period,
(x) with respect solely to clause (i)(A) above, if such Advance is not made by
11:00 A.M., New York time, on the Business Day immediately following the
Servicer Remittance Date (provided the Trustee shall give the Servicer notice of
such failure to advance by 5:00 P.M. New York time on the Servicer Remittance
Date), the Trustee shall terminate all of the rights and obligations of the
Servicer under this Agreement and the Trustee, or a successor servicer appointed
in accordance with Section 7.02, shall immediately make such Advance and assume,
pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case
of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction
of the Holders of each Class of Regular Certificates evidencing Percentage
Interests aggregating not less than 51%, by notice then given in writing to the
Servicer (and to the Trustee if given by Holders of Certificates), terminate all
of the rights and obligations of the Servicer as servicer under this Agreement.
Any such notice to the Servicer shall also be given to each Rating Agency, the
Depositor and the Servicer. On or after the receipt by the Servicer (and by the
Trustee if such notice is given by the Holders) of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Certificates or the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee pursuant to and under this Section; and, without
limitation, and the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Servicer, as attorney-in- fact or otherwise, 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 of each Mortgage
Loan and related documents or otherwise. The Servicer agrees to cooperate with
the Trustee (or the applicable successor Servicer) in effecting the termination
of the responsibilities and rights of the Servicer hereunder, including, without
limitation, the delivery to the Trustee of all documents and records requested
by it to enable it to assume the Servicer's functions under this Agreement
within ten Business Days subsequent to such notice, the transfer within one
Business Day subsequent to such notice to the Trustee (or the applicable
successor Servicer) for the administration by it of all cash amounts that shall
at the time be held by the Servicer and to be deposited by it in the Collection
Account, the Distribution Account, any REO Account or any Servicing Account or
that have been deposited by the Servicer in such accounts or thereafter received
by the Servicer with respect to the Mortgage Loans or any REO Property received
by the Servicer. All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the Mortgage Files to the successor
Servicer and amending this Agreement to reflect such succession as Servicer
pursuant to this Section shall be paid by the predecessor Servicer (or if the
predecessor Servicer is the Trustee, the initial Servicer) upon presentation of
reasonable documentation of such costs and expenses and to the extent not paid
by the Servicer, by the Trust.

          SECTION 7.02. Trustee to Act; Appointment of Successor.

          (a) Within 90 days of the time the Servicer (and the Trustee, if
notice is sent by the Holders) receives a notice of termination pursuant to
Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is
approved in accordance with this Agreement) shall be the successor in all
respects to the Servicer in its capacity as servicer under this Agreement and
the transactions set forth or provided for herein and shall be subject to all
the responsibilities, duties and liabilities



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relating thereto placed on the Servicer by the terms and provisions hereof
arising on and after its succession. Notwithstanding the foregoing, the parties
hereto agree that the Trustee, in its capacity as successor Servicer,
immediately will assume all of the obligations of the Servicer to make advances.
Notwithstanding the foregoing, the Trustee, in its capacity as successor
Servicer, shall not be responsible for the lack of information and/or documents
that it cannot obtain through reasonable efforts. As compensation therefor, the
Trustee (or such other successor Servicer) shall be entitled to such
compensation as the Servicer would have been entitled to hereunder if no such
notice of termination had been given. Notwithstanding the above, (i) if the
Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is
legally unable so to act, the Trustee shall appoint or petition a court of
competent jurisdiction to appoint, any established housing and home finance
institution, bank or other mortgage loan or home equity loan servicer having a
net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor Servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates by the Rating Agencies as
evidenced by a letter to such effect from the Rating Agencies. Pending
appointment of a successor to the Servicer hereunder, unless the Trustee is
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
successor shall be entitled to receive compensation out of payments on Mortgage
Loans in an amount equal to the compensation which the Servicer would otherwise
have received pursuant to Section 3.18 (or such other compensation as the
Trustee and such successor shall agree, not to exceed the Servicing Fee). The
appointment of a successor Servicer shall not affect any liability of the
predecessor Servicer which may have arisen under this Agreement prior to its
termination as Servicer to pay any deductible under an insurance policy pursuant
to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), nor shall
any successor Servicer be liable for any acts or omissions of the predecessor
Servicer or for any breach by such Servicer of any of its representations or
warranties contained herein or in any related document or agreement. The Trustee
and such successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. All Servicing Transfer
Costs shall be paid by the predecessor Servicer upon presentation of reasonable
documentation of such costs, and if such predecessor Servicer defaults in its
obligation to pay such costs, such costs shall be paid by the successor Servicer
or the Trustee (in which case the successor Servicer or the Trustee, as
applicable, shall be entitled to reimbursement therefor from the assets of the
Trust).

          (b) Any successor to the Servicer, including the Trustee, shall during
the term of its service as servicer continue to service and administer the
Mortgage Loans for the benefit of Certificateholders, and maintain in force a
policy or policies of insurance covering errors and omissions in the performance
of its obligations as Servicer hereunder and a fidelity bond in respect of its
officers, employees and agents to the same extent as the Servicer is so required
pursuant to Section 3.14.

          SECTION 7.03. Waiver of Defaults.

          The Majority Certificateholders may, on behalf of all
Certificateholders, waive any events permitting removal of the Servicer as
servicer pursuant to this Article VII, provided, however, that the Majority
Certificateholders may not waive a default in making a required distribution on
a Certificate without the consent of the Holder of such Certificate. Upon any
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such default shall cease to exist and any Servicer Event of Termination arising
therefrom shall be deemed to have been remedied for every purpose of this
Agreement. No such waiver shall extend to any subsequent or other default or
impair any right consequent thereto except to the extent expressly so waived.
Notice of any such waiver shall be given by the Trustee to the Rating Agencies.

          SECTION 7.04. Notification to Certificateholders.

          (a) Upon any termination or appointment of a successor to the Servicer
pursuant to this Article VII or Section 6.04, the Trustee shall give prompt
written notice thereof to the Certificateholders at their respective addresses
appearing in the Certificate Register and each Rating Agency.

          (b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee
shall transmit by mail to all Certificateholders notice of such occurrence
unless such default or Servicer Event of Termination shall have been waived or
cured.

          SECTION 7.05. Survivability of Servicer Liabilities.

          Notwithstanding anything herein to the contrary, upon termination of
the Servicer hereunder, any liabilities of the Servicer which accrued prior to
such termination shall survive such termination.





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                                  ARTICLE VIII

                                   THE TRUSTEE

          SECTION 8.01. Duties of Trustee.

          The Trustee, prior to the occurrence of a Servicer Event of
Termination and after the curing of all Servicer Events of Termination which may
have occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. If a Servicer Event of Termination has
occurred (which has not been cured) of which a Responsible Officer has
knowledge, the Trustee 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 man would exercise or use under the circumstances in the conduct of
his own affairs.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee 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; provided, however, that the
Trustee will not be responsible for the accuracy or content of any such
resolutions, certificates, statements, opinions, reports, documents or other
instruments. If any such instrument is found not to conform to the requirements
of this Agreement in a material manner the Trustee shall take such action as it
deems appropriate to have the instrument corrected, and if the instrument is not
corrected to the Trustee's satisfaction, the Trustee will provide notice thereof
to the Certificateholders.

          No provision of this Agreement shall be construed to relieve the
Trustee 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 Servicer Event of Termination, and
     after the curing of all such Servicer Events of Termination which may have
     occurred, the duties and obligations of the Trustee shall be determined
     solely by the express provisions of this Agreement, the Trustee shall not
     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 and, in
     the absence of bad faith on the part of the Trustee, the Trustee 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 and conforming to the requirements of this Agreement;

          (ii) the Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer of the Trustee, unless
     it shall be proved that the Trustee was negligent in ascertaining or
     investigating the facts related thereto;

          (iii) the Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of the Majority Certificateholders relating
     to the time, method and place of conducting any



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     proceeding for any remedy available to the Trustee, or exercising or
     omitting to exercise any trust or power conferred upon the Trustee, under
     this Agreement; and

          (iv) the Trustee shall not be charged with knowledge of any failure by
     the Servicer to comply with the obligations of the Servicer referred to in
     clauses (i) through (v) of Section 7.01(a) unless a Responsible Officer of
     the Trustee at the Corporate Trust Office obtains actual knowledge of such
     failure or the Trustee receives written notice of such failure from the
     Servicer or the Majority Certificateholders.

          The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement.

          SECTION 8.02. Certain Matters Affecting the Trustee.

          (a) Except as otherwise provided in Section 8.01:

          (i) the Trustee 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, and the
     manner of obtaining consents and of evidencing the authorization of the
     execution thereof by Certificateholders shall be subject to such reasonable
     regulations as the Trustee may prescribe;

          (ii) the Trustee 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) the Trustee shall be under no obligation to exercise any of the
     rights 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 reasonable security or indemnity against the costs,
     expenses and liabilities which may be incurred therein or thereby; the
     right of the Trustee to perform any discretionary act enumerated in this
     Agreement shall not be construed as a duty, and the Trustee shall not be
     answerable for other than its negligence or willful misconduct in the
     performance of any such act;




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          (iv) the Trustee shall not 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 Servicer Event of Termination and
     after the curing of all Servicer Events of Termination which may have
     occurred, the Trustee shall not 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 documents, unless requested in writing to do so by
     the Majority Certificateholder; provided, however, that if the payment
     within a reasonable time to the Trustee 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, not reasonably assured to the Trustee by
     the security afforded to it by the terms of this Agreement, the Trustee may
     require reasonable indemnity against such cost, expense or liability as a
     condition to such proceeding. The reasonable expense of every such
     examination shall be paid by the Servicer or, if paid by the Trustee, shall
     be reimbursed by the Servicer upon demand and, if not reimbursed by the
     Servicer, shall be reimbursed by the Trust. Nothing in this clause (v)
     shall derogate from the obligation of the Servicer to observe any
     applicable law prohibiting disclosure of information regarding the
     Mortgagors;

          (vi) the Trustee shall not be accountable, shall have no liability and
     makes no representation as to any acts or omissions hereunder of the
     Servicer until such time as the Trustee may be required to act as Servicer
     pursuant to Section 7.02 and thereupon only for the acts or omissions of
     the Trustee as successor Servicer;

          (vii) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys or a custodian; and

          (viii) the right of the Trustee to perform any discretionary act
     enumerated in this Agreement shall not be construed as a duty, and the
     Trustee shall not be answerable for other than its negligence or willful
     misconduct in the performance of such act.

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

          The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or related document. The Trustee shall not be accountable for the
use or application by the Servicer, or for the use or application of any funds
paid to the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer. The Trustee shall at no
time have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence



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and enforceability of any hazard insurance thereon (other than if the Trustee
shall assume the duties of the Servicer pursuant to Section 7.02); the validity
of the assignment of any Mortgage Loan to the Trustee or of any intervening
assignment; the completeness of any Mortgage Loan; the performance or
enforcement of any Mortgage Loan (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 7.02); the compliance by the
Depositor, the Seller or the Servicer with any warranty or representation made
under this Agreement or in any related document or the accuracy of any such
warranty or representation prior to the Trustee's receipt of notice or other
discovery of any non-compliance therewith or any breach thereof; any investment
of monies by or at the direction of the Servicer or any loss resulting
therefrom, it being understood that the Trustee shall remain responsible for any
Trust property that it may hold in its individual capacity; the acts or
omissions of any of the Servicer (other than if the Trustee shall assume the
duties of the Servicer pursuant to Section 7.02), any Sub-Servicer or any
Mortgagor; any action of the Servicer (other than if the Trustee shall assume
the duties of the Servicer pursuant to Section 7.02), or any Sub- Servicer taken
in the name of the Trustee; the failure of the Servicer or any Sub-Servicer to
act or perform any duties required of it as agent of the Trustee hereunder; or
any action by the Trustee taken at the instruction of the Servicer (other than
if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); provided, however, that the foregoing shall not relieve the Trustee of
its obligation to perform its duties under this Agreement, including, without
limitation, the Trustee's duty to review the Mortgage Files pursuant to Section
2.01. The Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder (unless the Trustee shall have become the successor Servicer).

          SECTION 8.04. Trustee May Own Certificates.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights as it would have if it
were not Trustee and may transact any banking and trust business with the
Originator, the Servicer, the Depositor or their Affiliates.

          SECTION 8.05. Trustee Fee and Expenses.

          (a) The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee. The Trustee, or any
director, officer, employee or agent of the Trustee, shall be indemnified by
REMIC 1 and held harmless against any loss, liability or expense (not including
expenses and disbursements incurred or made by the Trustee, including the
compensation and the expenses and disbursements of its agents and counsel, in
the ordinary course of the Trustee's performance in accordance with the
provisions of this Agreement) incurred by the Trustee 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 the Servicer's actions or omissions in connection with this Agreement and
the Mortgage Loans for which the Trustee is indemnified under Section 8.05(b),
(ii) that constitutes a specific liability of the Trustee under this Agreement
or (iii) any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence of the Trustee in the performance of its
duties hereunder or by reason of the Trustee's reckless disregard of obligations
and duties hereunder or as a result of a breach of the Trustee's obligations
under Article X hereof. Any amounts payable to the Trustee, or any director,
officer, employee or agent of the Trustee, in respect of the indemnification
provided



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by this Section 8.05(a), or pursuant to any other right of reimbursement from
the Trust Fund that the Trustee, or any director, officer, employee or agent of
the Trustee, may have hereunder in its capacity as such, may be withdrawn by the
Trustee from the Distribution Account at any time.

          (b) The Servicer agrees to indemnify the Trustee or any director,
officer, employee or agent of the Trustee from, and hold it harmless against,
any loss, liability or expense resulting from a breach of the Servicer's
obligations and duties under this Agreement. Such indemnity shall survive the
termination or discharge of this Agreement and the resignation or removal of the
Trustee and the Servicer for actions prior to such resignation or removal. Any
payment hereunder made by the Servicer to the Trustee shall be from the
Servicer's own funds, without reimbursement from the Trust Fund therefor.

          SECTION 8.06. Eligibility Requirements for Trustee.

          The Trustee hereunder shall at all times be an entity duly organized
and validly existing under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and subject to supervision
or examination by federal or state authority. If such entity publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 8.06, the combined capital and surplus of such entity shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. The principal office of the Trustee (other than the
initial Trustee) shall be in a state with respect to which an Opinion of Counsel
has been delivered to such Trustee at the time such Trustee is appointed Trustee
to the effect that the Trust will not be a taxable entity under the laws of such
state. In case at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 8.06, the Trustee shall resign immediately
in the manner and with the effect specified in Section 8.07.

          SECTION 8.07. Resignation or Removal of Trustee.

          The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Depositor, the Servicer
and each Rating Agency. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor Trustee by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed and having accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          If at any time the Trustee 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 if at any time the Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Depositor or
the Servicer may remove the Trustee. If the Depositor or the Servicer removes
the Trustee under the authority of the immediately preceding sentence, the



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Depositor shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee.

          The Majority Certificateholders may at any time remove the Trustee by
written instrument or instruments delivered to the Servicer, the Depositor and
the Trustee; the Depositor shall thereupon use its best efforts to appoint a
successor trustee in accordance with this Section.

          Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 8.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 8.08.

          SECTION 8.08. Successor Trustee.

          Any successor Trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the Servicer and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective, and such successor Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties and obligations.

          No successor Trustee shall accept appointment as provided in this
Section 8.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 8.06 and the appointment of such
successor Trustee shall not result in a downgrading of the Regular Certificates
by either Rating Agency, as evidenced by a letter from each Rating Agency.

          Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the successor Trustee shall mail notice of the appointment of
a successor Trustee hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register and to each Rating Agency.

          SECTION 8.09. Merger or Consolidation of Trustee.

          Any entity into which the Trustee may be merged or converted or with
which it may be consolidated, or any entity resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any entity
succeeding to the business of the Trustee, shall be the successor of the Trustee
hereunder, provided such entity shall be eligible under the provisions of
Section 8.06 and 8.08, 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.




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          Notwithstanding any other provisions of this Agreement, at any time,
for the purpose of meeting any legal requirements of any jurisdiction in which
any part of the Trust or any Mortgaged Property may at the time be located, the
Depositor and the Trustee acting jointly 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 the Trust, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Certificateholders, such title to the Trust, or any part thereof, and, subject
to the other provisions of this Section 8.10, such powers, duties, obligations,
rights and trusts as the Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08. The Servicer shall be responsible for the fees of any co-trustee
or separate trustee appointed hereunder.

          Every separate trustee and co-trustee shall, to the extent permitted
by law, be appointed and act subject to the following provisions and conditions:

          (i) 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
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed (whether as Trustee hereunder or
     as successor to the 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 the Trust
     or any portion thereof in any such jurisdiction) shall be exercised and
     performed singly by such separate trustee or co-trustee, but solely at the
     direction of the Trustee;

          (ii) no trustee hereunder shall be held personally liable by reason of
     any act or omission of any other trustee hereunder; and

          (iii) the Servicer and the Trustee, acting jointly, may at any time
     accept the resignation of or remove any separate trustee or co-trustee
     except that following the occurrence of a Servicer Event of Termination,
     the Trustee acting alone may accept the resignation or remove any separate
     trustee or co-trustee.

          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 trusts 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



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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 and a
copy thereof given to the Depositor and the Servicer.

          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.

          SECTION 8.11. Limitation of Liability.

          The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it by the Trust Agreement. Each of the
undertakings and agreements made on the part of the Trustee in the Certificates
is made and intended not as a personal undertaking or agreement by the Trustee
but is made and intended for the purpose of binding only the Trust.

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

          (a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.

          (b) The Trustee shall afford the Seller, the Depositor, the Servicer
and each Certificateholder upon reasonable notice during normal business hours,
access to all records maintained by the Trustee in respect of its duties
hereunder and access to officers of the Trustee responsible for performing such
duties. Upon request, the Trustee shall furnish the Depositor, the Servicer and
any requesting Certificateholder with its most recent financial statements. The
Trustee shall cooperate fully with the Seller, the Servicer, the Depositor and
such Certificateholder and shall make available to the Seller, the Servicer, the
Depositor and such Certificateholder for review and copying such books,
documents or records as may be requested with respect to the Trustee's duties
hereunder. The Seller, the Depositor, the Servicer and the Certificateholders
shall not have any responsibility or liability for any action or failure to act
by the Trustee and are not obligated to supervise the performance of the Trustee
under this Agreement or otherwise.

          SECTION 8.13. Suits for Enforcement.




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          In case a Servicer Event of Termination or other default by the
Servicer or the Depositor hereunder shall occur and be continuing, the Trustee,
shall, at the direction of the Majority Certificateholders, or may, proceed to
protect and enforce its rights and the rights of the Certificateholders under
this Agreement by a suit, action or proceeding in equity or at law or otherwise,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in aid of the execution of any power granted in this Agreement
or for the enforcement of any other legal, equitable or other remedy, as the
Trustee, being advised by counsel, and subject to the foregoing, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.

          SECTION 8.14. Waiver of Bond Requirement.

          The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee post a bond or other surety with any
court, agency or body whatsoever.

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

          The Trustee shall be relieved of, and each Certificateholder hereby
waives, any requirement of any jurisdiction in which the Trust, or any part
thereof, may be located that the Trustee file any inventory, accounting or
appraisal of the Trust with any court, agency or body at any time or in any
manner whatsoever.





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                                   ARTICLE IX

                              REMIC ADMINISTRATION

          SECTION 9.01. REMIC Administration.

          (a) REMIC elections as set forth in the Preliminary Statement shall be
made by the Trustee on Form 1066 or other appropriate federal tax or information
return for the taxable year ending on the last day of the calendar year in which
the Certificates are issued. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement.

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

          (c) The Servicer shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any professional
fees or expenses related to audits or any administrative or judicial proceedings
with respect to each REMIC that involve the Internal Revenue Service or state
tax authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Servicer in fulfilling its duties hereunder. The Servicer
shall be entitled to reimbursement of expenses to the extent provided in clause
(i) above from the Collection Account.

          (d) The Trustee shall prepare, sign and file, all of the REMICs'
federal and state tax and information returns (including Form 8811) as the
direct representative each REMIC created hereunder. The expenses of preparing
and filing such returns shall be borne by the Trustee.

          (e) The Holder of the Class R Certificate at any time holding the
largest Percentage Interest thereof shall be the "tax matters person" as defined
in the REMIC Provisions (the "Tax Matters Person") with respect to each REMIC
and shall act as Tax Matters Person for REMIC 1 and REMIC 2. The Trustee, as
agent for the Tax Matters Person, shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, if required by the Code, the REMIC Provisions, or other such
guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to
the Treasury or other governmental authority such information as is necessary
for the application of any tax relating to the transfer of a Residual
Certificate to any disqualified person or organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall
represent each REMIC in any administrative or judicial proceedings relating to
an examination or audit by any governmental taxing authority, request an
administrative adjustment as to any taxable year of any REMIC, enter into
settlement agreements with any government taxing agency, extend any statute of
limitations relating to any item of any REMIC and otherwise act on behalf of any
REMIC in relation to any tax matter involving the Trust.




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<PAGE>



          (f) The Trustee, the Servicer and the Holders of Certificates shall
take any action or cause the REMIC to take any action necessary to create or
maintain the status of each REMIC as a REMIC under the REMIC Provisions and
shall assist each other as necessary to create or maintain such status. Neither
the Trustee, the Servicer nor the Holder of any Residual Certificate shall take
any action, cause any REMIC created hereunder 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 such
REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC
(including but not limited to the tax on prohibited transactions as defined in
Code Section 860F(a)(2) and the tax on prohibited contributions set forth on
Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee and the Servicer have received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. In addition, prior to taking any action with respect to any REMIC
created hereunder or the assets therein, or causing such REMIC to take any
action, which is not expressly permitted under the terms of this Agreement, any
Holder of a Residual Certificate will consult with the Trustee and the Servicer,
or their respective designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any REMIC, and no
such Person shall take any such action or cause any REMIC to take any such
action as to which the Trustee or the Servicer has advised it in writing that an
Adverse REMIC Event could occur.

          (g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on each REMIC created hereunder by federal or state
governmental authorities. To the extent that such Trust taxes are not paid by a
Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out
of current or future amounts otherwise distributable to the Holder of the
Residual Certificate in the REMICs or, if no such amounts are available, out of
other amounts held in the Distribution Account, and shall reduce amounts
otherwise payable to Holders of regular interests in the related REMIC. Subject
to the foregoing, in the event that a REMIC incurs a state or local tax,
including franchise taxes, as a result of a determination that such REMIC is
domiciled in the State of California for state tax purposes by virtue of the
location of the Servicer, the Servicer agrees to pay on behalf of such REMIC
when due, any and all state and local taxes imposed as a result of such a
determination, in the event that the Holder of the related Residual Certificate
fails to pay such taxes, if any, when imposed.

          (h) The Trustee, as agent for the Tax Matters Person, shall, for
federal income tax purposes, maintain books and records with respect to each
REMIC created hereunder on a calendar year and on an accrual basis.

          (i) No additional contributions of assets shall be made to any REMIC
created hereunder, except as expressly provided in this Agreement with respect
to eligible substitute mortgage loans.

          (j) Neither the Trustee nor the Servicer shall enter into any
arrangement by which any REMIC created hereunder will receive a fee or other
compensation for services.




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          (k) On or before April 15 of each calendar year beginning in 2003, the
Servicer shall deliver to the Trustee and each Rating Agency an Officers'
Certificate stating the Servicer's compliance with the provisions of this
Section 9.01.

          (l) The Trustee will apply for an Employee Identification Number from
the Internal Revenue Service via a Form SS-4 or other acceptable method for all
tax entities and shall complete the Form 8811.

          SECTION 9.02. Prohibited Transactions and Activities.

          Neither the Depositor, the Servicer nor the Trustee shall sell,
dispose of, or substitute for any of the Mortgage Loans, except in a disposition
pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the
Trust Fund, (iii) the termination of any REMIC created hereunder pursuant to
Article X of this Agreement, (iv) a substitution pursuant to Article II of this
Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this
Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any
investments in the Distribution Account for gain, nor accept any contributions
to either REMIC after the Closing Date, unless it has received an Opinion of
Counsel (at the expense of the party causing such sale, disposition, or
substitution) that such disposition, acquisition, substitution, or acceptance
will not (a) affect adversely the status of any REMIC created hereunder as a
REMIC or of the interests therein other than the Residual Certificates as the
regular interests therein, (b) affect the distribution of interest or principal
on the Certificates, (c) result in the encumbrance of the assets transferred or
assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
transactions or prohibited contributions pursuant to the REMIC Provisions.

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

          (a) In the event that any REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs federal, state or local taxes as a result of a
prohibited transaction or prohibited contribution under the REMIC Provisions due
to the negligent performance by the Servicer of its duties and obligations set
forth herein, the Servicer shall indemnify the Trustee and the Trust Fund
against any and all losses, claims, damages, liabilities or expenses ("Losses")
resulting from such negligence; provided, however, that the Servicer shall not
be liable for any such Losses attributable to the action or inaction of the
Trustee, the Depositor or the Holder of such Residual Certificate, as
applicable, nor for any such Losses resulting from misinformation provided by
the Holder of such Residual Certificate on which the Servicer has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).




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<PAGE>


          (b) In the event that any REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs federal, state or local taxes as a result of a
prohibited transaction or prohibited contribution under the REMIC Provisions due
to the negligent performance by the Trustee of its duties and obligations set
forth herein, the Trustee shall indemnify the Trust Fund against any and all
Losses resulting from such negligence; provided, however, that the Trustee shall
not be liable for any such Losses attributable to the action or inaction of the
Servicer, the Depositor or the Holder of such Residual Certificate, as
applicable, nor for any such Losses resulting from misinformation provided by
the Holder of such Residual Certificate on which the Trustee has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Trustee
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Trustee of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).





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                                    ARTICLE X

                                   TERMINATION

          SECTION 10.01. Termination.

          (a) The respective obligations and responsibilities of the Servicer,
the Depositor and the Trustee created hereby (other than the obligation of the
Trustee to make certain payments to Certificateholders after the final
Distribution Date and the obligation of the Servicer to send certain notices as
hereinafter set forth) shall terminate upon notice to the Trustee upon the
earliest of (i) the Distribution Date on which the Certificate Principal
Balances of the Regular Certificates have been reduced to zero, (ii) the final
payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the
optional purchase by the Servicer of the Mortgage Loans as described below and
(iv) the Distribution Date in February 2033. Notwithstanding the foregoing, 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's,
living on the date hereof.

          The Holder of the Class C Certificates (unless such Holder is the
Seller, Greenwich Capital Markets, Inc. or an Affiliate of either of them), or
if such Holder fails to exercise such option, the Servicer (either such party,
the "Terminator), may, at its option, terminate this Agreement on any date on
which the aggregate of the Principal Balances 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) on such date is equal
to or less than 10% of the aggregate Principal Balances of the Initial Mortgage
Loans on the Cut-off Date plus the Original Pre-Funded Amounts, by purchasing,
on the next succeeding Distribution Date, all of the outstanding Mortgage Loans
and REO Properties at a price equal to the fair market value of the Mortgage
Loans and REO Properties (as determined by the Servicer, if it is the
Terminator, the majority Holder of the Class C Certificates and, to the extent
that the Class A Certificates or a Class of Mezzanine Certificates will not
receive all amounts owed to it as a result of the termination, 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 the related
Certificateholders pursuant to Section 10.01(c)), plus accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates through the end
of the Due Period preceding the final Distribution Date plus unreimbursed
Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
Amount (the "Termination Price"); provided, however, such option may only be
exercised if (i) the Termination Price is sufficient to pay all interest accrued
on, as well as amounts necessary to retire the principal balance of, each class
of notes issued pursuant to the Indenture, dated December 30, 2002, among First
Franklin NIM Trust 2002-FF4 as issuer and the Trustee as indenture trustee and
(ii) the fair market value of the Mortgage Loans and REO Properties described
above is at least equal to the 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.




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<PAGE>



          In connection with any such purchase pursuant to the preceding
paragraph, the Terminator shall deposit in the Distribution Account all amounts
then on deposit in the Collection Account, which deposit shall be deemed to have
occurred immediately preceding such purchase.

          Any such purchase shall be accomplished by deposit into the
Distribution Account on the Determination Date before such Distribution Date of
the Termination Price.

          (b) Notice of any termination, specifying the Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee upon the Trustee receiving notice of such date from the Terminator, by
letter to the Certificateholders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution specifying (1) the Distribution Date upon which final distribution
of the Certificates will be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated, (2) the
amount of any such final distribution and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.

          (c) Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to the Holders of the Certificates on the
Distribution Date for such final distribution, in proportion to the Percentage
Interests of their respective Class and to the extent that funds are available
for such purpose, an amount equal to the amount required to be distributed to
such Holders in accordance with the provisions of Section 4.01 for such
Distribution Date. By acceptance of the Residual Certificates, the Holders of
the Residual Certificates agree, in connection with any termination hereunder,
to assign and transfer any amounts in excess of the par value of the Mortgage
Loans, and to the extent received in respect of such termination, to pay any
such amounts to the Holders of the Class C Certificates.

          (d) In the event that all Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before such final
Distribution Date, the Trustee shall promptly following such date cause all
funds in the Distribution Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate Servicing Account for
the benefit of such Certificateholders, and the Servicer (if the Servicer has
exercised its right to purchase the Mortgage Loans) or the Trustee (in any other
case) shall give a second written notice to the remaining Certificateholders, to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. If within nine months after the second notice all the
Certificates shall not have been surrendered for cancellation, the Residual
Certificateholders shall be entitled to all unclaimed funds and other assets
which remain subject hereto, and the Trustee upon transfer of such funds shall
be discharged of any responsibility for such funds, and the Certificateholders
shall look to the Residual Certificateholders for payment.

          SECTION 10.02. Additional Termination Requirements.

          (a) In the event that the Terminator exercises its purchase option as
provided in Section 10.01, each REMIC shall be terminated in accordance with the
following additional



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requirements, unless the Trustee shall have been furnished with an Opinion of
Counsel to the effect that the failure of the Trust to comply with the
requirements of this Section will not (i) result in the imposition of taxes on
"prohibited transactions" of the Trust as defined in Section 860F of the Code or
(ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a
REMIC at any time that any Certificates are outstanding:

          (i) Within 90 days prior to the final Distribution Date, the
     Terminator shall adopt and the Trustee shall sign a plan of complete
     liquidation of each REMIC created hereunder meeting the requirements of a
     "Qualified Liquidation" under Section 860F of the Code and any regulations
     thereunder; and

          (ii) At or after the time of adoption of such a plan of complete
     liquidation and at or prior to the final Distribution Date, the Trustee
     shall sell all of the assets of the Trust Fund to the Terminator for cash
     pursuant to the terms of the plan of complete liquidation.

          (b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Trustee as their attorney in fact to: (i) adopt such a plan
of complete liquidation (and the Certificateholders hereby appoint the Trustee
as their attorney in fact to sign such plan) as appropriate and (ii) to take
such other action in connection therewith as may be reasonably required to carry
out such plan of complete liquidation all in accordance with the terms hereof.




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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
Servicer and the Trustee; and without the consent of the Certificateholders (i)
to cure any ambiguity, (ii) to correct or supplement any provisions herein which
may be defective or inconsistent with any other provisions herein, (iii) to
amend the provisions of Section 3.22(b) 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 or (b) written notice to the Depositor, the Servicer 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 or. 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 Rating Agency confirmation
shall be required to address the effect of any such amendment on any such
consenting Certificateholder. Notwithstanding the foregoing, neither an Opinion
of Counsel or written notice to the Depositor, the Servicer and the Trustee from
the Rating Agencies will be required in connection with an amendment to the
provisions of Section 3.22(b).

          In addition, this Agreement may be amended from time to time by the
Depositor, the Servicer and the Trustee with the consent of the Majority
Certificateholders 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 or waiver shall (x) reduce in any manner the
amount of, or delay the timing of, payments on the Certificates or distributions
which are required to be made on any Certificate without the consent of the
Holder of such Certificate, (y) adversely affect in any material respect the
interests of the Holders of any Class of Certificates (as evidenced by either
(i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the
Depositor, the Servicer 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)
in a manner other than as described in clause (x) above, without the consent of
the Holders of Certificates of such Class evidencing at least a 66% Percentage
Interest in such Class, or (z) reduce the percentage of Voting Rights required
by clause (y) above without the consent of the Holders of all Certificates of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies.

          Notwithstanding any provision of this Agreement to the contrary, the
Trustee shall not consent to any amendment to this Agreement unless it shall
have first received an Opinion of Counsel, delivered by (and at the expense of)
the Person seeking such Amendment, to the effect that such amendment will not
result in the imposition of a tax on any REMIC created hereunder constituting
part of the Trust Fund pursuant to the REMIC Provisions or cause any REMIC
created hereunder constituting part of the Trust to fail to qualify as a REMIC
at any time that any



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Certificates are outstanding and that the amendment is being made in accordance
with the terms hereof.

          Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such
Person is the Servicer (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion
of Counsel referred to in the immediately preceding paragraph to the Servicer
and each Rating Agency.

          It shall not be necessary for the consent of Certificateholders under
this Section 11.01 to approve the particular form of any proposed amendment;
instead 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 Trustee may prescribe.

          The Trustee may, but shall not be obligated to, enter into any
amendment pursuant to this Section 11.01 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
Servicer at the expense of the Trust, 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 together constitute but
one and the same instrument.

          SECTION 11.03. Limitation on Rights of Certificateholders.

          The death or incapacity of any Certificateholder shall not (i) operate
to terminate this Agreement or the Trust, (ii) 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, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.

          Except as expressly provided for herein, no Certificateholder shall
have any right to vote or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or



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<PAGE>


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 such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee 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 and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever 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, which priority or
preference is not otherwise provided for herein, 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 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

          SECTION 11.04. Governing Law; Jurisdiction.

          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. With respect to any
claim arising out of this Agreement, each party irrevocably submits to the
exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in The City of New
York, and each party irrevocably waives any objection which it may have at any
time to the laying of venue of any suit, action or proceeding arising out of or
relating hereto brought in any such courts, irrevocably waives any claim that
any such suit, action or proceeding brought in any such court has been brought
in any inconvenient forum and further irrevocably waives the right to object,
with respect to such claim, suit, action or proceeding brought in any such
court, that such court does not have jurisdiction over such party, provided that
service of process has been made by any lawful means.

          SECTION 11.05. Notices.

          All directions, demands and notices hereunder 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, by facsimile or by express delivery service,
to (a) in the case of the Servicer, Saxon Mortgage Services, Inc., 4708
Mercantile Drive North, Fort Worth, TX 76137-3605, Attention: ____________, or
such other address or telecopy number as may hereafter be furnished to the
Depositor and the Trustee in writing by the Servicer, (b) in the case of the
Trustee, Wells Fargo Bank Minnesota, National Association, P.O. Box 98,
Columbia, Maryland 21046, Attention: First Franklin Mortgage Loan Trust Series
2002-FF4, with a copy to Wells Fargo Bank Minnesota, National Association, 9062
Old



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<PAGE>



Annapolis Road, Columbia, Maryland 21045, Attention: First Franklin Mortgage
Loan Trust Series 2002-FF4, with a copy to Wells Fargo Bank Minnesota, National
Association, Sixth and Marquette, Minneapolis, Minnesota 55479, Attention: First
Franklin Series 2002-FF4, or such other address or telecopy number as may
hereafter be furnished to the Depositor and the Servicer in writing by the
Trustee, and (c) in the case of the Depositor, Financial Asset Securities Corp.,
600 Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal, or such
other address or telecopy number as may be furnished to the Servicer and the
Trustee in writing by the Depositor. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Notice of any Servicer Default shall be given by telecopy and by certified mail.
Any notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also 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 for any reason whatsoever be 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. 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 11.08. Notice to the Rating Agencies.

          (a) Each of the Trustee and the Servicer shall be obligated to use its
best reasonable efforts promptly to provide notice to the Rating Agencies with
respect to each of the following of which a Responsible Officer of the Trustee
or Servicer, as the case may be, has actual knowledge:

          (i) any material change or amendment to this Agreement;

          (ii) the occurrence of any Servicer Event of Termination that has not
     been cured or waived;

          (iii) the resignation or termination of the Servicer or the Trustee;

          (iv) the final payment to Holders of the Certificates of any Class;

          (v) any change in the location of any Account; and




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          (vi) if the Trustee is acting as successor Servicer pursuant to
     Section 7.02 hereof, any event that would result in the inability of the
     Trustee to make Advances.

          (b) In addition, the Trustee shall promptly make available to each
Rating Agency copies of each Statement to Certificateholders described in
Sections 4.03 and 3.19 hereof and the Servicer shall promptly furnish to each
Rating Agency copies of the following:

          (i) each annual statement as to compliance described in Section 3.20
     hereof;

          (ii) each annual independent public accountants' servicing report
     described in Section 3.21 hereof; and

          (iii) each notice delivered pursuant to Section 7.01(a) hereof which
     relates to the fact that the Servicer has not made an Advance.

          Any such notice pursuant to this Section 11.08 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to (i) Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007 and (ii)
Standard & Poor's, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, 41st Floor, New York, NY 10041, Attention: Residential Mortgage
Surveillance Group.

          SECTION 11.09. Further Assurances.

          Notwithstanding any other provision of this Agreement, neither the
Regular Certificateholders nor the Trustee shall have any obligation to consent
to any amendment or modification of this Agreement unless they have been
provided reasonable security or indemnity against their out-of-pocket expenses
(including reasonable attorneys' fees) to be incurred in connection therewith.

          SECTION 11.10. Benefits of Agreement.

          Nothing in this Agreement or in the Certificates, expressed or
implied, shall give to any Person, other than the Certificateholders and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.

          SECTION 11.11 Acts of Certificateholders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by the
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing, and such action shall become effective when
such instrument or instruments are delivered to the Trustee and the Servicer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be



                                      152
<PAGE>



sufficient for any purpose of this Agreement and conclusive in favor of the
Trustee and the Trust, if made in the manner provided in this Section 11.11.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of a notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by a signer acting in a capacity other than his or her
individual capacity, such certificate or affidavit shall also constitute
sufficient proof of his authority.

          (c) Any request, demand, authorization, direction, notice, consent,
waiver or other action by any Certificateholder shall bind every future Holder
of such Certificate and the Holder of every Certificate issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof, in
respect of anything done, omitted or suffered to be done by the Trustee or the
Trust in reliance thereon, whether or not notation of such action is made upon
such Certificate.





                                      153
<PAGE>



          IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized, all as of the day and year first above written.

                                       FINANCIAL ASSET SECURITIES CORP.,
                                       as Depositor


                                       By:______________________________________
                                       Name:
                                       Title:


                                       SAXON MORTGAGE SERVICES, INC.,
                                       as Servicer


                                       By:______________________________________
                                       Name:
                                       Title:



                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                       ASSOCIATION., as Trustee


                                       By:______________________________________
                                       Name:
                                       Title:



                                      154
<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

          On the ___th day of September, 2002 before me, a notary public in and
for said State, personally appeared _______________ known to me to be a
______________ of Financial Asset Securities Corp., a Delaware corporation 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






                                      155
<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

          On the ___th day of September, 2002 before me, a notary public in and
for said State, personally appeared _______________ known to me to be a
_______________ of Saxon Mortgage Services, Inc., a corporation 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






                                      156
<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

          On the ___th day of September, 2002 before me, a notary public in and
for said State, personally appeared __________________, known to me to be an
_____________________ of Wells Fargo Bank Minnesota, National Association, a
national banking association that executed the within instrument, and also known
to me to be the person who executed it on behalf of said association, 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



                                      157



<PAGE>

                                   EXHIBIT A-1

                         FORM OF CLASS I-A1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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").


Certificate No.                          :  1

Cut-off Date                             :  December 1, 2002

First Distribution Date                  :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")     :  $[__]

Original Class Certificate
Principal Balance of this Class          :  $[__]

Percentage Interest                      :  100.00%

Pass-Through Rate                        :  Variable

CUSIP                                    :  [__]

Class                                    :  I-A1

Assumed Maturity Date                    :  February 25, 2033




                                      A-1-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                   Class I-A1

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class I-A1
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class I-A1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class I-A1 Certificate (obtained by dividing the
Denomination of this Class I-A1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class I-A1 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
I-A1 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Reference is hereby made to the further provisions of this Class I-A1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class I-A1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-1-2

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee


                                  By: _______________________________________


This is one of the Class I-A1 Certificates
referenced in the within-mentioned Agreement

By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee





<PAGE>



                       [Reverse of Class I-A1 Certificate]

                   FIRST FRANKLIN MORTGAGE LOAN TRUST 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-1-4

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-1-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      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 I-A2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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").


Certificate No.                         :  1

Cut-off Date                            :  December 1, 2002

First Distribution Date                 :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")    :  $[__]

Original Class Certificate
Principal Balance of this Class         :  $[__]

Percentage Interest                     :  100.00%

Pass-Through Rate                       :  Variable

CUSIP                                   :  [__]

Class                                   :  I-A2

Assumed Maturity Date                   :  February 25, 2033




                                      A-2-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                   Class I-A2

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class I-A2
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class I-A2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class I-A2 Certificate (obtained by dividing the
Denomination of this Class I-A2 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class I-A2 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
I-A2 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Reference is hereby made to the further provisions of this Class I-A2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class I-A2 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

     Pursuant to the Auction Administration Agreement and the Swap Agreement
(each as defined in the Agreement), the Holder of this Certificate will be
required to surrender this Certificate prior to the Distribution Date in
December 2004 to the Certificate Registrar for registration of transfer to a
third-party investor, and in exchange therefor the holder of this Certificate
will receive, to the extent received pursuant to the Auction Administration
Agreement and the Swap Agreement, the Par Price (as defined in the Auction
Administration Agreement) for this Certificate.





                                      A-2-2

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: ____________________________________


This is one of the Class I-A2 Certificates
referenced in the within-mentioned Agreement


By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee





<PAGE>



                       [Reverse of Class I-A2 Certificate]

                   FIRST FRANKLIN MORTGAGE LOAN TRUST 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-2-4

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-2-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________


                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      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 II-A1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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").


Certificate No.                         :  1

Cut-off Date                            :  December 1, 2002

First Distribution Date                 :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")    :  $[__]

Original Class Certificate
Principal Balance of this Class         :  $[__]

Percentage Interest                     :  100.00%

Pass-Through Rate                       :  Variable

CUSIP                                   :  [__]

Class                                   :  II-A1

Assumed Maturity Date                   :  February 25, 2033




                                      A-2-8

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                   Class II-A1

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class II-A1
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class II-A1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class II-A1 Certificate (obtained by dividing the
Denomination of this Class II-A1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class II-A1 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
II-A1 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Reference is hereby made to the further provisions of this Class II-A1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class II-A1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-2-9

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee


                                  By: _______________________________________


This is one of the Class II-A1 Certificates
referenced in the within-mentioned Agreement

By__________________________________________
    Authorized Signatory of
    Wells Fargo Bank Minnesota, National Association,
    as Trustee





<PAGE>



                      [Reverse of Class II-A1 Certificate]

                   FIRST FRANKLIN MORTGAGE LOAN TRUST 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                     A-2-11

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                     A-2-12

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                     A-2-13

<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-2-14

<PAGE>



                                   EXHIBIT A-4

                        FORM OF CLASS II-A2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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").


Certificate No.                         :  1

Cut-off Date                            :  December 1, 2002

First Distribution Date                 :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")    :  $[__]

Original Class Certificate
Principal Balance of this Class         :  $[__]

Percentage Interest                     :  100.00%

Pass-Through Rate                       :  Variable

CUSIP                                   :  [__]

Class                                   :  II-A2

Assumed Maturity Date                   :  February 25, 2033




                                      A-2-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                   Class II-A2

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class II-A2
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class II-A2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class II-A2 Certificate (obtained by dividing the
Denomination of this Class II-A2 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class II-A2 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class
II-A2 Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

     Reference is hereby made to the further provisions of this Class II-A2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class II-A2 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.

     Pursuant to the Auction Administration Agreement and the Swap Agreement
(each as defined in the Agreement), the Holder of this Certificate will be
required to surrender this Certificate prior to the Distribution Date in
December 2004 to the Certificate Registrar for registration of transfer to a
third-party investor, and in exchange therefor the holder of this Certificate
will receive, to the extent received pursuant to the Auction Administration
Agreement and the Swap Agreement, the Par Price (as defined in the Auction
Administration Agreement) for this Certificate.





                                      A-2-2

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: ____________________________________



This is one of the Class II-A2 Certificates
referenced in the within-mentioned Agreement

By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee





<PAGE>



                      [Reverse of Class II-A2 Certificate]

                   FIRST FRANKLIN MORTGAGE LOAN TRUST 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-2-4

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-2-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:_______________________________________________________
________________________________________________________________________________

Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      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-5

                         FORM OF CLASS M-1 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES AND THE CLASS II-A2 CERTIFICATES TO
THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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").


Certificate No.                         :  1

Cut-off Date                            :  December 1, 2002

First Distribution Date                 :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")    :  $[__]

Original Class Certificate
Principal Balance of this Class         :  $[__]

Percentage Interest                     :  100.00%

Pass-Through Rate                       :  Variable

CUSIP                                   :  [__]

Class                                   :  M-1

Assumed Maturity Date                   :  February 25, 2033



                                      A-2-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                    Class M-1

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class M-1
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-1
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-1 Certificate (obtained by dividing the
Denomination of this Class M-1 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-1 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class M-1
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

     Reference is hereby made to the further provisions of this Class M-1
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class M-1 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-2-2

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: _____________________________________



This is one of the Class M-1 Certificates
referenced in the within-mentioned Agreement

By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee







<PAGE>



                       [Reverse of Class M-1 Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-2-4

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-2-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:

Dated:_________________



                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      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-6

                         FORM OF CLASS M-2 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES AND THE
CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

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").


Certificate No.                          :  1

Cut-off Date                             :  December 1, 2002

First Distribution Date                  :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")     :  $[__]

Original Class Certificate
Principal Balance of this Class          :  $[__]

Percentage Interest                      :  100.00%

Pass-Through Rate                        :  Variable

CUSIP                                    :  [__]

Class                                    :  M-2

Assumed Maturity Date                    :  February 25, 2033



                                      A-4-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                    Class M-2

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class M-2
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-2
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-2 Certificate (obtained by dividing the
Denomination of this Class M-2 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-2 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class M-2
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

     Reference is hereby made to the further provisions of this Class M-2
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class M-2 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-4-2

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: _____________________________________



This is one of the Class M-2 Certificates
referenced in the within-mentioned Agreement

By____________________________________
    Authorized Signatory of
    Wells Fargo Bank Minnesota, National Association,
    as Trustee







<PAGE>



                       [Reverse of Class M-2 Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-4-4

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-4-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________


                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      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-7

                         FORM OF CLASS M-3 CERTIFICATES

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

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").


Certificate No.                         : 1

Cut-off Date                            : December 1, 2002

First Distribution Date                 : January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")    : $[__]

Original Class Certificate
Principal Balance of this Class         : $[__]

Percentage Interest                     : 100.00%

Pass-Through Rate                       : Variable

CUSIP                                   : [__]

Class                                   : M-3

Assumed Maturity Date                   : February 25, 2033



                                      A-5-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                    Class M-3

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class M-3
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class M-3
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that Cede & Co. is the registered owner of the Percentage
Interest evidenced by this Class M-3 Certificate (obtained by dividing the
Denomination of this Class M-3 Certificate by the Original Class Certificate
Principal Balance) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class M-3 Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class M-3
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

     Reference is hereby made to the further provisions of this Class M-3
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class M-3 Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-5-2

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: _____________________________________



This is one of the Class M-3 Certificates
referenced in the within-mentioned Agreement


By____________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee







<PAGE>



                       [Reverse of Class M-3 Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-5-4

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-5-5

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      A-5-6

<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-5-7

<PAGE>



                                   EXHIBIT A-8

                          FORM OF CLASS C CERTIFICATES

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 HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE IS SUBORDINATE TO THE CLASS I-A1 CERTIFICATES, THE CLASS I-A2
CERTIFICATES, THE CLASS II-A1 CERTIFICATES, THE CLASS II-A2 CERTIFICATES, THE
CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                           :  1

Cut-off Date                              :  December 1, 2002

First Distribution Date                   :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")      :  $[__]

Original Class Certificate
Principal Balance of this Class           :  $[__]

Percentage Interest                       :  100.00%

Class                                     :  C





                                      A-6-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                     Class C

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class C
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class C
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that [__________________________] is the registered owner of
the Percentage Interest evidenced by this Class C Certificate (obtained by
dividing the Denomination of this Class C Certificate by the Original Class
Certificate Principal Balance) in certain distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Financial Asset
Securities Corp. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Trustee"). To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This
Class C Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class C
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound.

     No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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.


                                      A-6-2

<PAGE>



     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(d) of the Agreement.

     Reference is hereby made to the further provisions of this Class C
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class C Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-6-3

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: _____________________________________



This is one of the Class C Certificates
referenced in the within-mentioned Agreement


By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee





                                      A-6-4

<PAGE>



                        [Reverse of Class C Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-6-5

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-6-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      A-6-7

<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-6-8

<PAGE>



                                   EXHIBIT A-9

                           FORM OF CLASS P 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 HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                         :  1

Cut-off Date                            :  December 1, 2002

First Distribution Date                 :  January 27, 2003

Initial Certificate Principal Balance
of this Certificate ("Denomination")    :  $100.00

Original Class Certificate
Principal Balance of this Class         :  $100.00

Percentage Interest                     :  100.00%

Class                                   :  P



                                      A-7-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                     Class P

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting of first lien adjustable-rate and fixed-rate
     mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     Principal in respect of this Certificate is distributable monthly as set
forth herein. Accordingly, the Certificate Principal Balance of this Class P
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Class P
Certificate does not evidence an obligation of, or an interest in, and is not
guaranteed by the Depositor, the Servicer, or the Trustee referred to below or
any of their respective affiliates.

     This certifies that [___________________] is the registered owner of the
Percentage Interest evidenced by this Class P Certificate (obtained by dividing
the Denomination of this Class P Certificate by the Original Class Certificate
Principal Balance) in certain distributions with respect to a Trust consisting
primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
(the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2002 (the "Agreement") among the Depositor,
Saxon Mortgage Services, Inc., as servicer (the "Servicer"), and Wells Fargo
Bank Minnesota, National Association, a national banking association, as trustee
(the "Trustee"). To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Class P Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Class P Certificate by virtue
of the acceptance hereof assents and by which such Holder is bound.

     This Certificate does not have a pass-through rate and will be entitled to
distributions only to the extent set forth in the Agreement.

     No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability


                                      A-7-2

<PAGE>



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(d) of the Agreement.

     Reference is hereby made to the further provisions of this Class P
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Class P Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.




                                      A-7-3

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: _____________________________________


This is one of the Class P Certificates
referenced in the within-mentioned Agreement


By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee







<PAGE>



                        [Reverse of Class P Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-7-5

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-7-6

<PAGE>



                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      A-7-7

<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-7-8

<PAGE>



                                  EXHIBIT A-10

                          FORM OF CLASS R CERTIFICATES

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
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 HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                  :  1

Cut-off Date                     :  December 1, 2002

First Distribution Date          :  January 27, 2003

Percentage Interest              :  100.00%

Class                            :  R



                                      A-8-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                                     Class R

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates of the above-referenced Class with respect to
     the Trust consisting primarily of a pool of first lien
     adjustabl-rate and fixed-rate mortgage loans (the "Mortgage Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     This Certificate does not evidence an obligation of, or an interest in, and
is not guaranteed by the Depositor, the Servicer or the Trustee referred to
below or any of their respective affiliates.

     This certifies that [___________________] is the registered owner of the
Percentage Interest evidenced by this Certificate specified above in the
interest represented by all Certificates of the Class to which this Certificate
belongs in a Trust consisting primarily of the Mortgage Loans deposited by
Financial Asset Securities Corp. (the "Depositor"). The Trust was created
pursuant to a Pooling and Servicing Agreement dated as of December 1, 2002 (the
"Agreement") among the Depositor, Saxon Mortgage Services, Inc., as servicer
(the "Servicer") and Wells Fargo Bank Minnesota, National Association, a
national banking association, as trustee (the "Trustee"). 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.

     This Certificate does not have a principal balance or pass-through rate and
will be entitled to distributions only to the extent set forth in the Agreement.
In addition, any distribution of the proceeds of any remaining assets of the
Trust will be made only upon presentment and surrender of this Certificate at
the Corporate Trust Office or the office or agency maintained by the Trustee in
Minneapolis, Minnesota.

     No transfer of a Certificate of this Class shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor against any liability


                                      A-8-2

<PAGE>



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(d) of the Agreement.

     Each Holder of this Certificate will be deemed to have agreed to be bound
by the restrictions of the Agreement, including but not limited to the
restrictions that (i) each person holding or acquiring any Ownership Interest in
this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in
this Certificate may be transferred without delivery to the Trustee of (a) a
transfer affidavit of the proposed transferee and (b) a transfer certificate of
the transferor, each of such documents to be in the form described in the
Agreement, (iii) each person holding or acquiring any Ownership Interest in this
Certificate must agree to require a transfer affidavit and to deliver a transfer
certificate to the Trustee as required pursuant to the Agreement, (iv) each
person holding or acquiring an Ownership Interest in this Certificate must agree
not to transfer an Ownership Interest in this Certificate if it has actual
knowledge that the proposed transferee is not a Permitted Transferee and (v) any
attempted or purported transfer of any Ownership Interest in this Certificate in
violation of such restrictions will be absolutely null and void and will vest no
rights in the purported transferee. Pursuant to the Agreement, The Trustee will
provide the Internal Revenue Service and any pertinent persons with the
information needed to compute the tax imposed under the applicable tax laws on
transfers of residual interests to disqualified organizations, if any person
other than a Permitted Transferee acquires an Ownership Interest on a Class R
Certificate in violation of the restrictions mentioned above.

     Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     This Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose unless manually countersigned by an authorized
officer of the Trustee.




                                      A-8-3

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                  FIRST FRANKLIN MORTGAGE LOAN TRUST
                                  2002-FF4

                                  By: WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                  By: _____________________________________



This is one of the Class R Certificates
referenced in the within-mentioned Agreement


By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee






<PAGE>



                        [Reverse of Class R Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of Certificates of the Class to which this Certificate
belongs on such Distribution Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-8-5

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off
Date, the Servicer may purchase, in whole, from the Trust the Mortgage Loans at
a purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-8-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

     I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________


Dated:_________________

                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      A-8-7

<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-8-8

<PAGE>



                                  EXHIBIT A-11

                      FORM OF DIVIDEND ACCOUNT CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS 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"), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
PROCEDURES DESCRIBED HEREIN.


Certificate No.                :  1

Cut-off Date                   :  December 1, 2002

First Distribution Date        :  January 27, 2003

Percentage Interest            :  100.00%

Class                          :  Dividend Account Certificate




                                      A-9-1

<PAGE>



                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4
                          Dividend Account Certificate

     evidencing the Percentage Interest in the distributions allocable
     to the Certificates with respect to the Trust consisting of first
     lien adjustable-rate and fixed-rate mortgage loans (the "Mortgage
     Loans")

                 FINANCIAL ASSET SECURITIES CORP., as Depositor

     This Dividend Account Certificate does not evidence an obligation of, or an
interest in, and is not guaranteed by the Depositor, the Servicer, or the
Trustee referred to below or any of their respective affiliates.

     This certifies that [_________________________] is the registered owner of
the Percentage Interest evidenced by this Dividend Account Certificate in
certain distributions with respect to a Trust consisting primarily of the
Mortgage Loans deposited by Financial Asset Securities Corp. (the "Depositor").
The Trust was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 2002 (the "Agreement") among the Depositor, Saxon Mortgage Services,
Inc., as servicer (the "Servicer"), and Wells Fargo Bank Minnesota, National
Association, a national banking association, as trustee (the "Trustee"). To the
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Dividend Account Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Dividend Account Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.

     No transfer of this Dividend Account Certificate shall be made unless such
transfer is made pursuant to an effective registration statement under the Act
and any applicable state securities laws or is exempt from the registration
requirements under said Act and such laws. In the event that a transfer is to be
made in reliance upon an exemption from the Act and such laws, in order to
assure compliance with the Act and such laws, the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee and the Depositor in writing the facts surrounding
the transfer. In the event that such a transfer is not to be made pursuant to
Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor
of an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Act, which Opinion of Counsel shall not be obtained at the expense of
the Trustee, the Servicer or the Depositor; or there shall be delivered to the
Trustee and the Depositor a transferor certificate by the transferor and an
investment letter shall be executed by the transferee. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee and the Depositor 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(d) of the Agreement.


                                      A-9-2

<PAGE>



     Reference is hereby made to the further provisions of this Dividend Account
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

     This Dividend Account Certificate shall not be entitled to any benefit
under the Agreement or be valid for any purpose unless manually countersigned by
an authorized signatory of the Trustee.




                                      A-9-3

<PAGE>



     IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002

                                 FIRST FRANKLIN MORTGAGE LOAN TRUST
                                 2002-FF4

                                 By:  WELLS FARGO BANK MINNESOTA,
                                      NATIONAL ASSOCIATION, not in its
                                      individual capacity, but solely as Trustee

                                 By:  _____________________________________


This is one of the Dividend Account Certificates
referenced in the within-mentioned Agreement

By__________________________________________
   Authorized Signatory of
   Wells Fargo Bank Minnesota, National Association,
   as Trustee





<PAGE>



                    [Reverse of Dividend Account Certificate]

                   First Franklin Mortgage Loan Trust 2002-FF4
                           Asset-Backed Certificates,
                                 Series 2002-FF4

     This Certificate is one of a duly authorized issue of Certificates
designated as First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates, Series 2002-FF4 (herein collectively called the "Certificates"),
and representing a beneficial ownership interest in the Trust created by the
Agreement.

     The Certificateholder, by its acceptance of this Certificate, agrees that
it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not liable to the Certificateholders
for any amount payable under this Certificate or the Agreement or, except as
expressly provided in the Agreement, subject to any liability under the
Agreement.

     This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Trustee.

     Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, then the
Business Day immediately following such Distribution Date (the "Distribution
Date"), commencing on the first Distribution Date specified on the face hereof,
to the Person in whose name this Certificate is registered at the close of
business on the applicable 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 Holders of the Dividend Account Certificates on such Distribution
Date pursuant to the Agreement.

     Distributions on this Certificate shall be made by check or money order
mailed to the address of the person entitled thereto as it appears on the
Certificate Register or by wire transfer or otherwise, as set forth in the
Agreement. 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 of the Trustee specified in the notice to
Certificateholders of such final distribution.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee and of Holders of the requisite
percentage of the Percentage Interests of each Class of Certificates affected by
such amendment, as specified in the Agreement. 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 therefor 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.



                                      A-9-5

<PAGE>



     As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the Corporate Trust Office of the Trustee
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar 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 and evidencing the
same aggregate Percentage Interest in the Trust will be issued to the designated
transferee or transferees.

     The Certificates are issuable only as registered Certificates without
coupons in denominations specified in the Agreement. As provided in the
Agreement and subject to certain limitations therein set forth, Certificates are
exchangeable for new Certificates of the same Class in authorized denominations
and 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, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     The Depositor, the Servicer and the Trustee and any agent of the Depositor,
the Servicer or the Trustee may treat the Person in whose name this Certificate
is registered as the owner hereof for all purposes, and none of the Depositor,
the Trustee, the Servicer or any such agent shall be affected by any notice to
the contrary.

     On any Distribution Date following the date at which the remaining
aggregate Principal Balance of the Mortgage Loans is less than 10% of the sum of
the aggregate Principal Balance of the Mortgage Loans as of the Cut-off Date,
the Servicer may purchase, in whole, from the Trust the Mortgage Loans at a
purchase price determined as provided in the Agreement. In the event that no
such optional termination occurs, the obligations and responsibilities created
by the Agreement will terminate upon notice to the Trustee upon the earliest of
(i) the Distribution Date on which the Certificate Principal Balances of the
Regular Certificates have been reduced to zero, (ii) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (iii) the Distribution Date
in February 2033.

     Capitalized terms used herein that are defined in the Agreement shall have
the meanings ascribed to them in the Agreement, and nothing herein shall be
deemed inconsistent with that meaning.




                                      A-9-6

<PAGE>



                                   ASSIGNMENT
                                   ----------

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)

the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust.

         I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address: ______________________________________________________
________________________________________________________________________________

Dated:_________________


                                       _________________________________________
                                       Signature by or on behalf of assignor




                                      A-9-7

<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-9-8

<PAGE>



                                    EXHIBIT B

                                   [RESERVED]


                                       B-1

<PAGE>



                                    EXHIBIT C

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT



                                       C-1



<PAGE>




                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

                                    as Seller



                                       and


                        FINANCIAL ASSET SECURITIES CORP.,

                                  as Purchaser




                        MORTGAGE LOAN PURCHASE AGREEMENT

                          Dated as of December __, 2002


                  Adjustable-Rate and Fixed-Rate Mortgage Loans

                   First Franklin Mortgage Loan Trust 2002-FF4





<PAGE>



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                   ARTICLE I.

DEFINITIONS
    Section 1.01  Definitions..................................................2

                                  ARTICLE II.

SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
    Section 2.01  Sale of Mortgage Loans.......................................3
    Section 2.02  Obligations of the Seller and Seller Upon Sale...............3
    Section 2.03  Payment of Purchase Price for the Mortgage Loans.............5

                                  ARTICLE III.

REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
    Section 3.01  Seller Representations and Warranties Relating to the
                  Mortgage Loans...............................................6
    Section 3.02  Seller Representations and Warranties Relating to the
                  Seller......................................................14
    Section 3.03  Remedies for Breach of Representations and Warranties.......16

                                  ARTICLE IV.

SELLER'S COVENANTS
    Section 4.01  Covenants of the Seller.....................................18
    Section 5.01  Indemnification.............................................18

                                  ARTICLE VI.

TERMINATION
    Section 6.01  Termination.................................................21

                                  ARTICLE VII.

MISCELLANEOUS PROVISIONS
    Section 7.01  Amendment...................................................21
    Section 7.02  Governing Law...............................................21
    Section 7.03  Notices. ...................................................21
    Section 7.05  Counterparts................................................22
    Section 7.06  Further Agreements..........................................22
    Section 7.07  Intention of the Parties....................................22
    Section 7.08  Successors and Assigns; Assignment of Purchase Agreement....22
    Section 7.09  Survival....................................................23


                                        i

<PAGE>



          MORTGAGE LOAN PURCHASE AGREEMENT, dated as of December __, 2002 (the
"Agreement"), between Greenwich Capital Financial Products, Inc. (the "Seller")
and Financial Asset Securities Corp. (the "Purchaser").

                                   WITNESSETH
                                   ----------

          WHEREAS, the Seller is the owner of (a) the notes or other evidence of
indebtedness (the "Mortgage Notes") so indicated on Schedule I hereto referred
to below and (b) the other documents or instruments constituting the Mortgage
File (collectively, the "Mortgage Loans"); and

          WHEREAS, the Seller, as of the date hereof, owns the mortgages (the
"Mortgages") on the properties (the "Mortgaged Properties") securing such
Mortgage Loans, including rights to (a) any property acquired by foreclosure or
deed in lieu of foreclosure or otherwise and (b) the proceeds of any insurance
policies covering the Mortgage Loans or the Mortgaged Properties or the obligors
on the Mortgage Loans; and

          WHEREAS, the parties hereto desire that the Seller sell the Mortgage
Loans to the Purchaser pursuant to the terms of this Agreement; and

          WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement
dated as of December 1, 2002 (the "Pooling and Servicing Agreement") among the
Purchaser as depositor, the Saxon Mortgage Services, Inc. as servicer and Wells
Fargo Bank Minnesota, National Association as trustee (the "Trustee"), the
Purchaser will convey the Mortgage Loans to First Franklin Mortgage Loan Trust
2002-FF4 (the "Trust").

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

     Section 1.01 DEFINITIONS. All capitalized terms used but not defined herein
and below shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.

     "SELLER INFORMATION": The information in the Prospectus Supplement as
     follows: under "SUMMARY OF TERMS--Mortgage Loans," "SUMMARY OF
     TERMS--Credit Enhancement--4. Primary Mortgage Insurance," the first
     sentence of the fourth bullet point under "RISK FACTORS--Unpredictability
     of Prepayments and Effect on Yields," "RISK FACTORS--Delinquent Mortgage
     Loan Risk," the first sentence of the third paragraph under "RISK
     FACTORS--Potential Inadequacy of Credit Enhancement for the Offered
     Certificates," the second sentence of the fourth bullet point under "RISK
     FACTORS--Interest Generated by the Mortgage Loans May Be Insufficient to
     Maintain Overcollateralization," the second sentence under "RISK
     FACTORS--High Loan-to-Value Ratios Increase Risk of Loss," "THE MORTGAGE
     POOL," the first sentence under "DESCRIPTION OF THE CERTIFICATES--The PMI
     Policy," the first sentence of the



<PAGE>



     sixth paragraph under "YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS" and
     "THE SELLER."

                                   ARTICLE II.

                SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

     Section 2.01 SALE OF MORTGAGE LOANS. The Seller, concurrently with the
execution and delivery of this Agreement, does hereby sell, assign, set over,
and otherwise convey to the Purchaser, without recourse, (i) all of its right,
title and interest in and to each Mortgage Loan, including the related Cut-off
Date Principal Balance, all interest accruing thereon on or after the Cut-off
Date and all collections in respect of interest and principal due after the
Cut-off Date; (ii) property which secured such Mortgage Loan and which has been
acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in
any insurance policies (including the PMI Policy) in respect of the Mortgage
Loans and (iv) all proceeds of any of the foregoing.

     In addition to the sale of the Mortgage Loans, the Seller will cause
Greenwich Capital Derivatives, Inc. ("GCD") to enter into the Cap Contracts and
will cause GCD to transfer the Cap Contracts to the Purchaser.

     Section 2.02 OBLIGATIONS OF THE SELLER AND SELLER UPON SALE. In connection
with any transfer pursuant to Section 2.01 hereof, the Seller further agrees, at
its own expense on or prior to the Closing Date, (a) to cause its books and
records to indicate that the Mortgage Loans have been sold to the Purchaser
pursuant to this Agreement and (b) to deliver to the Purchaser and the Trustee a
computer file containing a true and complete list of all such Mortgage Loans
specifying for each such Mortgage Loan, as of the Cut-off Date, (i) its account
number and (ii) the Cut-off Date Principal Balance. Such file, which forms a
part of Exhibit D to the Pooling and Servicing Agreement, shall also be marked
as Schedule I to this Agreement and is hereby incorporated into and made a part
of this Agreement.

          In connection with any conveyance by the Seller, the Seller shall on
behalf of the Purchaser deliver to, and deposit with the Trustee, as assignee of
the Purchaser, on or before the Closing Date, the following documents or
instruments with respect to each Mortgage Loan:

          (i) the original Mortgage Note, endorsed either (A) in blank, in which
     case the Trustee shall cause the endorsement to be completed or (B) in the
     following form: "Pay to the order of Wells Fargo Bank Minnesota National
     Association, as Trustee," or with respect to any lost Mortgage Note, an
     original Lost Note Affidavit stating that the original mortgage note was
     lost, misplaced or destroyed, together with a copy of the related mortgage
     note; PROVIDED, HOWEVER, that such substitutions of Lost Note Affidavits
     for original Mortgage Notes may occur only with respect to Mortgage Loans,
     the aggregate Cut-off Date Principal Balance of which is less than or equal
     to 1.00% of the Pool Balance as of the Cut-off Date;

          (ii) the original Mortgage with evidence of recording thereon, and the
     original recorded power of attorney, if the Mortgage was executed pursuant
     to a power of attorney, with evidence of recording thereon or, if such
     Mortgage or power of attorney has been


                                        3

<PAGE>



     submitted for recording but has not been returned from the applicable
     public recording office, has been lost or is not otherwise available, a
     copy of such Mortgage or power of attorney, as the case may be, certified
     to be a true and complete copy of the original submitted for recording;

          (iii) an original Assignment, in form and substance acceptable for
     recording. The Mortgage shall be assigned either (A) in blank, without
     recourse or (B) to "Wells Fargo Bank Minnesota, National Association, as
     Trustee";

          (iv) an original copy of any intervening assignment of Mortgage
     showing a complete chain of assignments;

          (v) the original or a certified copy of lender's title insurance
     policy; and

          (vi) the original or copies of each assumption, modification, written
     assurance, substitution agreement or guarantee, if any.

          The Seller hereby confirms to the Purchaser and the Trustee that it
has caused the appropriate entries to be made in its general accounting records
to indicate that such Mortgage Loans have been transferred to the Trustee and
constitute part of the Trust in accordance with the terms of the Pooling and
Servicing Agreement.

         If any of the documents referred to in Section 2.02(ii), (iii)
or (iv) above has as of the Closing Date been submitted for recording but either
(x) has not been returned from the applicable public recording office or (y) has
been lost or such public recording office has retained the original of such
document, the obligations of the Seller to deliver such documents shall be
deemed to be satisfied upon (1) delivery to the Trustee or the Custodian, no
later than the Closing Date, of a copy of each such document certified by the
Seller in the case of (x) above or the applicable public recording office in the
case of (y) above to be a true and complete copy of the original that was
submitted for recording and (2) if such copy is certified by the Seller,
delivery to the Trustee or the Custodian, promptly upon receipt thereof of
either the original or a copy of such document certified by the applicable
public recording office to be a true and complete copy of the original. If the
original lender's title insurance policy, or a certified copy thereof, was not
delivered pursuant to Section 2.02(v) above. The Seller shall deliver or cause
to be delivered to the Trustee or the Custodian, the original or a copy of a
written commitment or interim binder or preliminary report of title issued by
the title insurance or escrow company, with the original or a certified copy
thereof to be delivered to the Trustee or the Custodian, promptly upon receipt
thereof. The Seller shall deliver or cause to be delivered to the Trustee or the
Custodian promptly upon receipt thereof any other 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 or modification
of any Mortgage Loan.

          Upon discovery or receipt of notice of any materially defective
document in, or that a document is missing from, a Mortgage File, the Seller
shall have 120 days to cure such defect or deliver such missing document to the
Purchaser. If the Seller does not cure such defect or deliver



                                       4
<PAGE>


such missing document within such time period, the Seller shall either
repurchase or substitute for such Mortgage Loan pursuant to Section 2.03 of the
Pooling and Servicing Agreement.

          The Purchaser hereby acknowledges its acceptance of all right, title
and interest to the Mortgage Loans and other property, now existing and
hereafter created, conveyed to it pursuant to Section 2.01.

          The parties hereto intend that the transaction set forth herein be a
sale by the Seller to the Purchaser of all the Seller's right, title and
interest in and to the Mortgage Loans and other property described above. In the
event the transaction set forth herein is deemed not to be a sale, the Seller
hereby grants to the Purchaser a security interest in all of the Seller's right,
title and interest in, to and under the Mortgage Loans and other property
described above, whether now existing or hereafter created, to secure all of the
Seller's obligations hereunder; and this Agreement shall constitute a security
agreement under applicable law.

          The Seller shall cause the Assignments which were delivered in blank
to be completed and shall cause all Assignments referred to in Section 2.02(iii)
hereof and, to the extent necessary, in Section 2.02(iv) hereof to be recorded.
The Seller shall be required to deliver such assignments for recording within
180 days of the Closing Date. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Seller shall promptly have
a substitute Assignment prepared or have such defect cured, 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 of
Mortgage shall not be required to be submitted for recording (except with
respect to any Mortgage Loan located in 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, each Assignment shall be
submitted for recording by the Seller in the manner described above, at no
expense to the Trust Fund or Trustee, 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 Servicer Event of Termination, (iii) the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer,
(iv) the occurrence of a servicing transfer as described in Section 7.02 of the
Pooling and Servicing Agreement, (v) upon receipt of notice from the Servicer,
the occurrence of a bankruptcy, insolvency or foreclosure relating to the
Mortgagor under the related Mortgage and (vi) upon receipt of notice from the
Servicer, any Mortgage Loan that is 90 days or more Delinquent. Upon receipt of
written notice from the Purchaser that recording of the Assignments is required
pursuant to one or more of the conditions set forth in the preceding sentence,
the Seller shall be required to deliver such Assignments for recording as
provided above, promptly and in any event within 30 days following receipt of
such notice. The Seller shall furnish the Trustee, or its designated agent, with
a copy of each Assignment submitted for recording.

          In the event that any Mortgage Note is endorsed in blank as of the
Closing Date, promptly following the Closing Date, the Trustee, at the expense
of the Seller, shall cause to be completed such endorsements "Pay to the order
of Wells Fargo Bank Minnesota, National Association, as Trustee, without
recourse."



                                       5
<PAGE>


     Section 2.03 PAYMENT OF PURCHASE PRICE FOR THE MORTGAGE LOANS.

          In consideration of the sale of the Mortgage Loans from the Seller to
the Purchaser on the Closing Date, the Purchaser agrees to pay to the Seller on
the Closing Date (the "Purchase Price") by transfer of (i) immediately available
funds in an amount equal to the net sale proceeds of the Class A Certificates
and the Mezzanine Certificates and (ii) the Class C Certificates, the Class P
Certificates, the Class R Certificates and the Dividend Account Certificate
(collectively the "Retained Certificates") which Retained Certificates shall be
registered in the name of Greenwich Capital Financial Products, Inc. or its
designee. The Seller shall pay, and be billed directly for, all expenses
incurred by the Purchaser in connection with the issuance of the Certificates,
including, without limitation, printing fees incurred in connection with the
prospectus relating to the Certificates, blue sky registration fees and
expenses, fees and expenses of Purchaser's counsel, fees of the rating agencies
requested to rate the Certificates, accountant's fees and expenses and the fees
and expenses of the Trustee and other out-of-pocket costs, if any.


                                  ARTICLE III.

               REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH

     Section 3.01 SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE
                  MORTGAGE LOANS.

          The Seller and the Purchaser understand, acknowledge and agree that,
the representations and warranties set forth in this Section 3.01 are made as of
the Closing Date or as of the date specifically provided herein.

          The Seller hereby represents and warrants with respect to the Mortgage
Loans to the Purchaser that as of the Closing Date or as of such date
specifically provided herein:

          (a) The information set forth in the Mortgage Loan Schedule is
complete, true and correct as of the Cut-off Date;

          (b) Except with respect to _____% of the [Group I][Group II] Mortgage
Loans, none of the Mortgage Loans were delinquent in their monthly payments as
of November 30, 2002; 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;

          (c) At the time of origination, and to the best of the Seller's
knowledge, there were 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;

          (d) The terms of the Mortgage Note and the Mortgage have not been
impaired, waived, altered or modified in any respect, except by written
instruments, recorded in the applicable public recording office if necessary to
maintain the lien priority of the Mortgage, and which have



                                       6
<PAGE>



been delivered to the Purchaser or its designee; the substance of any such
waiver, alteration or modification has been approved by the title insurer, to
the extent required by the related policy, and is reflected on the Mortgage Loan
Schedule. No instrument of waiver, alteration or modification has been executed,
and no Mortgagor has been released, in whole or in part, except in connection
with an assumption agreement approved by the insurer under the title insurer, to
the extent required by the policy, and which assumption agreement has been
delivered to the Purchaser or its designee and the terms of which are reflected
in the Mortgage Loan Schedule;

          (e) 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;

          (f) All buildings upon the Mortgaged Property are insured by an
insurer that satisfies the requirements of First Franklin Financial
Corporation's ("First Franklin") underwriting guidelines against loss by fire,
hazards of extended coverage and such other hazards as are customary in the area
where the Mortgaged Property is located, in an amount that is at least equal to
the lesser of (i) the amount necessary to fully compensate for any damage or
loss to the improvements which are a part of such property on a replacement cost
basis or (ii) the outstanding principal balance of the Mortgage Loan, in each
case in an amount not less than such amount as is necessary to prevent the
Mortgagor and/or the Mortgagee from becoming a co-insurer. All such insurance
policies contain a standard mortgagee clause naming First Franklin, its
successors and assigns as mortgagee and all premiums thereon have been paid. If
the Mortgaged Property is 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 Fannie Mae and Freddie Mac. 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 Mortgagor's cost and expense and to seek
reimbursement therefor from the Mortgagor;

          (g) Prior to the Closing Date, 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, fair housing or disclosure laws applicable to the
origination and servicing of mortgage loans of a type similar to the Mortgage
Loans have been complied with;

          (h) 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;



                                       7
<PAGE>

          (i) 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 Value of the
Mortgaged Property, and (C) other matters to which like properties are commonly
subject which do not 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
the Seller has full right to sell and assign the same;

          (j) The Mortgage Note and the related Mortgage are genuine and each is
the legal, valid and binding obligation of the maker thereof, enforceable in
accordance with its terms;

          (k) 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;

          (l) 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;

          (m) Prior to the sale of the Mortgage Loan by the Seller, the Seller
was the sole legal, beneficial and equitable owner of the Mortgage Note and the
Mortgage and had full right to transfer and sell the Mortgage Loan free and
clear of any encumbrance, equity, lien, pledge, charge, claim or security
interest;

          (n) All parties which had any interest in the Mortgage Loan, whether
as mortgagee, assignee, pledgee or otherwise, were (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.

          (o) The Mortgage Loan was covered by an American Land Title
Association lender's title insurance policy, which has an adjustable-rate
mortgage endorsement in the case of the adjustable-rate Mortgage Loans, in the
form of ALTA 6.0 or 6.1 acceptable to prudent lenders, issued by a title insurer
acceptable to prudent lenders and qualified to do business in the jurisdiction
where the Mortgaged Property is located, insuring (subject to the exceptions
contained in (i)(A) and (B) above) First Franklin, its successors and assigns as
to the first priority lien of the Mortgage in



                                       8
<PAGE>

the original principal amount of the Mortgage Loan and against any loss by
reason of the invalidity or unenforceability of the lien resulting from the
provisions of the Mortgage providing for adjustment in the Mortgage Rate and
Monthly Payment. 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.
First Franklin, its successors and assigns, 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;

          (p) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the Mortgage Note (other than the delinquencies
mentioned in clause (b)) 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;

          (q) 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;

          (r) All improvements that were considered in determining the 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 encroached upon the Mortgaged Property. Each appraisal has been
performed in accordance with the provisions of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989;

          (s) The Mortgage Loan was originated (for purposes of the Secondary
Mortgage Market Enhancement Act of 1984) by First Franklin or by a savings and
loan association, a savings bank, a commercial bank or similar banking
institution which is supervised and examined by a federal or state authority, or
by a mortgagee approved as such by the Secretary of Housing and Urban
Development;

          (t) Principal payments on the Mortgage Loan commenced no more than two
(2) months after the proceeds of the Mortgage Loan were disbursed. The Mortgage
Loan bears interest at the Mortgage Rate. With respect to each Mortgage Loan,
the Mortgage Note is payable on the first day of each month. The Mortgage Note
is payable in Monthly Payments. With respect to the adjustable-rate Mortgage
Loans, the Monthly Payments are changed on each Adjustment Date to an amount
which will fully 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.
The Mortgage Note does not permit negative amortization. No adjustable-rate
Mortgage Loan permits the Mortgagor to convert the Mortgage Loan to a fixed-rate
Mortgage Loan;



                                       9
<PAGE>

          (u) The origination, servicing and collection practices used by First
Franklin and any servicer of the Mortgage Loan, with respect to each 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 First Franklin and any predecessor servicer in accordance with the
terms of the Mortgage Note. With respect to escrow deposits and Escrow Payments,
if any, all such payments are in the possession of, or under the control of, the
Seller and there exist no deficiencies in connection therewith for which
customary arrangements for repayment thereof have not been made. No escrow
deposits or Escrow Payments or other charges or payments due the Seller have
been capitalized under any Mortgage or the related Mortgage Note;

          (v) The Mortgaged Property is free of damage and waste and there is no
proceeding pending for the total or partial condemnation thereof;

          (w) 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. No more than 20.0% of the related Mortgaged Properties
(based on the aggregate Principal Balance of the Mortgage Loans as of the
Cut-off Date) were subject to any bankruptcy proceeding or foreclosure
proceeding in the 36 month period preceding the origination date of the Mortgage
Loans. Since the date of origination of the Mortgage Loan, the Mortgaged
Property has not been subject to any bankruptcy proceeding or foreclosure
proceeding and the Mortgagor has not filed for protection under applicable
bankruptcy laws. 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;

          (x) The Mortgage Loan was underwritten in accordance with the
underwriting standards of First Franklin in effect at the time the Mortgage Loan
was originated; and the Mortgage Note and Mortgage are on forms acceptable to
Fannie Mae and Freddie Mac. No more than _____% of the Group I Mortgage Loans
and _____% of the Group II Mortgage Loans (in each case, based on the aggregate
Principal Balance of the related Loan Group as of the Cut-off Date) were
underwritten in accordance with the First Franklin's Direct Access Dividends
Program guidelines;

          (y) The Mortgage Note is not and has not been 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 (i) above;

          (z) The Mortgage File contains an appraisal of the related Mortgaged
Property which satisfied the standards of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, and the rules and regulations thereunder,
as amended from time to time, and was made and signed by an appraiser who met
the minimum requirements of Fannie Mae and Freddie Mac or complied with First
Franklin's automated appraisal methodology as set forth in First Franklin's
underwriting guidelines, duly appointed by First Franklin, who had no interest,
direct or indirect in the Mortgaged Property or in any loan made on the security
thereof, whose compensation is not



                                       10
<PAGE>



affected by the approval or disapproval of the Mortgage Loan and who met the
minimum qualifications of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, and the rules and regulations thereunder;

          (aa) 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;

          (bb) 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 Loan is not a graduated payment mortgage loan and the Mortgage Loan
does not have a shared appreciation or other contingent interest feature;

          (cc) The Mortgagor has executed a statement to the effect that the
Mortgagor has received all disclosure materials required by applicable law with
respect to the making of adjustable- rate or fixed-rate mortgage loans, as
applicable; and 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;

          (dd) No Mortgage Loan was made in connection with (A) the construction
or rehabilitation of a Mortgaged Property or (B) facilitating the trade-in or
exchange of a Mortgaged Property;

          (ee) The Mortgage Note, the Mortgage, the Assignment and any other
documents required to be delivered with respect to each Mortgage Loan have been
delivered to the Seller;

          (ff) 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;

          (gg) To the best of the Seller's knowledge, 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, modification or amendment of the Mortgage
Loan or in the application of any insurance in relation to such Mortgage Loan;

          (hh) The Assignment is in recordable form and is acceptable for
recording under the laws of the jurisdiction in which the Mortgaged Property is
located;



                                       11
<PAGE>

          (ii) Any principal advances made to the Mortgagor prior to the Closing
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, an endorsement to the policy insuring the
mortgagee's consolidated interest or by other title evidence acceptable to
Fannie Mae and Freddie Mac. The consolidated principal amount does not exceed
the original principal amount of the Mortgage Loan;

          (jj) As of the Cut-off Date, no more than _____% of the Group I
Mortgage Loans and ____% of the Group II Mortgage Loans (in each case, based on
the aggregate Principal Balance of the related Loan Group as of the Cut-off
Date) had a balloon payment feature;

          (kk) If the Residential Dwelling on the Mortgaged Property is a
condominium unit or a unit in a planned unit development (other than a DE
MINIMIS planned unit development), such condominium or planned unit development
project meets Fannie Mae's eligibility requirements;

          (ll) The Mortgaged Property is in material compliance with all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and there is no pending action or proceeding
directly involving any Mortgaged Property of which the Seller is aware in which
compliance with any environmental law, rule or regulation is an issue; and to
the best of the Seller's knowledge, nothing further remains to be done to
satisfy in full all requirements of each such law, rule or regulation
constituting a prerequisite to the use and enjoyment of such property;

          (mm) Except as previously disclosed to the Purchaser in writing, First
Franklin has made no mortgage loan on any Mortgaged Property other than the
Mortgage Loan. With respect to the Mortgage Loans, when measured by aggregate
Stated Principal Balance as of the Cut-off Date, no more than 60% of the
Mortgage Loans are secured by a Mortgaged Property which was, as of the date of
origination of such Mortgage Loan, subject to a mortgage, deed of trust, deed to
secure debt or other security instrument originated by First Franklin creating a
lien subordinate to the lien of the Mortgage;

          (nn) The Mortgage Loan was selected from among the outstanding
adjustable-rate and fixed-rate one to four family mortgage loans in the Seller's
portfolio as which the representations and warranties herein could be made and
such selection was not made in a manner so as to adversely affect the interests
of the Purchaser;

          (oo) The Seller has not dealt with any broker or agent or other Person
who might be entitled to a fee, commission or compensation in connection with
the transaction contemplated by this Agreement other than the Purchaser except
as the Seller has previously disclosed to the Purchaser in writing;

          (pp) The Mortgaged Property consists of a parcel of real property of
not more than ten acres 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.


                                       12
<PAGE>


Without limiting the foregoing, the Mortgaged Property does not consist of any
of the following property types: (a) co-operative units, (b) log homes, (c)
earthen homes, (d) underground homes, (e) mobile homes and (f) manufactured
homes (as defined in the Fannie Mae Seller-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 related 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 lessors consent has been obtained and
such consent is in 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
five 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 a widely accepted practice;

          (qq) At the time of origination, the Loan-to-Value Ratio of the
Mortgage Loan was not greater than 100%. Approximately _____% of the Group I
Mortgage Loans and _____% of the Group II Mortgage Loans (in each case, based on
the aggregate Principal Balance of the related Loan Group as of the Cut-off
Date) had a Loan-to-Value Ratio at the time of origination greater than 80%.
With respect to the Mortgage Loans, when measured by aggregate Stated Principal
Balance as of the Cut-off Date, with respect to no less than 80% of the Mortgage
Loans, the calculation of the Loan-to- Value Ratio at the time of origination
was determined based on a full formal appraisal acceptable to Fannie Mae and
Freddie Mac or complied with First Franklin's automated appraisal methodology as
set forth in First Franklin's underwriting guidelines;

          (rr) 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;

          (ss) No Mortgage Loan is subject to the requirements of the Home
Ownership and Equity Protection Act of 1994 ("HOEPA") and no Mortgage Loan is in
violation of any state law or ordinance similar to HOEPA;

          (tt) The information set forth in the Prepayment Charge Schedule is
complete, true and correct in all material respects as of the Cut-off Date, and
each Prepayment Charge is permissible, enforceable and collectible under
applicable state law;

          (uu) As of the Cut-off Date, the Mortgage Loan was not prepaid in full
prior to the sale of the Mortgage Loans by the Seller, and the Seller had not
received any notification from a



                                       13
<PAGE>


Mortgagor that a prepayment in full would be made after the sale of the Mortgage
Loans by the Seller;

          (vv) The Mortgage Loan had an original term of maturity of not more
than 360 months;

          (ww) _____% of the Group I Mortgage Loans and _____% of the Group II
Mortgage Loans (in each case, based on the aggregate Principal Balance of the
related Loan Group as of the Cut-off Date) are secured by Mortgaged Properties
located in the state of California;

          (xx) Each Mortgage Loan constitutes a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code;

          (yy) No proceeds from any Group I Mortgage Loan were used to purchase
single premium credit insurance policies as part of the origination of, or as a
condition to closing such Group I Mortgage Loan;

          (zz) No Mortgage Loan originated before October 1, 2002 has a
Prepayment Charge term longer than five years after its date of origination and
no Group I Mortgage Loan originated on or after October 1, 2002 has a Prepayment
Charge term longer than three years after its date of origination; and

          (aaa) No Group I Mortgage Loan originated on or after October 1, 2002
is secured by property located in the State of Georgia.

     Section 3.02 SELLER REPRESENTATIONS AND WARRANTIES RELATING TO THE SELLER.
The Seller represents, warrants and covenants to the Purchaser as of the Closing
Date or as of such other date specifically provided herein:

          (a) The Seller is duly organized, validly existing and in good
standing as a corporation under the laws of the State of Delaware and is and
will remain in compliance with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan in accordance with the terms of this Agreement;

          (b) The Seller has the full power and authority to hold each Mortgage
Loan, to sell each Mortgage Loan, to execute, deliver and perform, and to enter
into and consummate, all transactions contemplated by this Agreement. The Seller
has duly authorized the execution, delivery and performance of this Agreement,
has duly executed and delivered this Agreement and this Agreement, assuming due
authorization, execution and delivery by the Purchaser, constitutes a legal,
valid and binding obligation of the Seller, enforceable against it in accordance
with its terns except as the enforceability thereof may be limited by
bankruptcy, insolvency or reorganization;

          (c) The execution and delivery of this Agreement by the Seller and the
performance of and compliance with the terms of this Agreement will not violate
the Seller's articles of incorporation or by-laws or constitute a default under
or result in a breach or acceleration of, any



                                       14
<PAGE>


material contract, agreement or other instrument to which the Seller is a party
or which may be applicable to the Seller or its assets;

          (d) The Seller is not in violation of, and the execution and delivery
of this Agreement by the Seller and its performance and compliance with the
terms of this Agreement will not constitute a violation with respect to, any
order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction over the Seller or its
assets, which violation might have consequences that would materially and
adversely affect the condition (financial or otherwise) or the operation of the
Seller or its assets or might have consequences that would materially and
adversely affect the performance of its obligations and duties hereunder;

          (e) [Reserved];

          (f) Immediately prior to the payment of the Purchase Price for each
Mortgage Loan, the Seller was the owner of the related Mortgage and the
indebtedness evidenced by the related Mortgage Note and upon the payment of the
Purchase Price by the Purchaser, in the event that the Seller retains record
title, the Seller shall retain such record title to each Mortgage, each related
Mortgage Note and the related Mortgage Files with respect thereto in trust for
the Purchaser as the owner thereof,

          (g) The Seller has not transferred the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of its creditors;

          (h) There are no actions or proceedings against, or investigations
known to it of, the Seller before any court, administrative or other tribunal
(A) that might prohibit its entering into this Agreement, (B) seeking to prevent
the sale of the Mortgage Loans or the consummation of the transactions
contemplated by this Agreement or (C) that might prohibit or materially and
adversely affect the performance by the Seller of its obligations under, or
validity or enforceability of, this Agreement;

          (i) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Seller of, or compliance by the Seller 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;

          (j) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller. The sale of the
Mortgage Loans is in the ordinary course of business of the Seller and the
assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller
are not subject to the bulk transfer or any similar statutory provisions;

          (k) Except with respect to liens released immediately prior to the
transfer herein contemplated, each Mortgage Note and related Mortgage have not
been assigned or pledged and immediately prior to the transfer and assignment
herein contemplated, the Seller held good, marketable and indefeasible title to,
and was the sole owner and holder of, each Mortgage Loan



                                       15
<PAGE>


subject to no liens, charges, mortgages, claims, participation interests,
equities, pledges or security interests of any nature, encumbrances or rights of
others (collectively, a "Lien"); the Seller has full right and authority under
all governmental and regulatory bodies having jurisdiction over the Seller,
subject to no interest or participation of, or agreement with, any party, to
sell and assign the same pursuant to this Agreement; and immediately upon the
transfers and assignments herein contemplated. the Seller shall have transferred
all of its right, title and interest in and to each Mortgage Loan and the
Trustee will hold good, marketable and indefeasible title to, and be the sole
owner of, each Mortgage Loan subject to no Liens.

          (l) The Seller does not believe, nor does it have any reason or cause
to believe, that it cannot perform each and every covenant contained in this
Agreement; and

          (m) Except with respect to any statement regarding the intentions of
the Purchaser, or any other statement contained herein the truth or falsity of
which is dependant solely upon the actions of the Purchaser, this Agreement does
not contain any untrue statement of material fact or omit to state a material
fact necessary to make the statements contained herein not misleading. The
written statements, reports and other documents prepared and furnished or to be
prepared and furnished by the Seller pursuant to this Agreement or in connection
with the transactions contemplated hereby taken in the aggregate do not contain
any untrue statement of material fact or omit to state a material fact necessary
to make the statements contained therein not misleading.

     Section 3.03 REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES. It is
understood and agreed that the representations and warranties set forth in
Subsections 3.01 and 3.02 shall survive the sale of the Mortgage Loans to the
Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any
restrictive or qualified endorsement on any Mortgage Note or Assignment or the
examination or lack of examination of any Mortgage File. With respect to the
representations and warranties contained herein that are made to the knowledge
or the best knowledge of the Seller, or as to which the Seller has no knowledge,
if it is discovered that the substance of any such representation and warranty
is inaccurate and the inaccuracy materially and adversely affects the value of
the related Mortgage Loan, or the interest therein of the Purchaser or the
Purchaser's assignee, designee or transferee, then notwithstanding the Seller's
lack of knowledge with respect to the substance of such representation and
warranty being inaccurate at the time the representation and warranty was made,
such inaccuracy shall be deemed a breach of the applicable representation and
warranty and the Seller shall take such action described in the following
paragraphs of this Section 3.03 in respect of such Mortgage Loan. Upon discovery
by either the Seller or the Purchaser of a breach of any of the foregoing
representations and warranties that materially and adversely affects the value
of the Mortgage Loans or the interest of the Purchaser (or which materially and
adversely affects the interests of the Purchaser in the related Mortgage Loan in
the case of a representation and warranty relating to a particular Mortgage
Loan), the party discovering such breach shall give prompt written notice to the
other. It is understood by the parties hereto that a breach of the
representations and warranties made in Section 3.01(ss), (yy), (zz) and (aaa)
will be deemed to materially and adversely affect the value of the related
Mortgage Loan or the interest of the Purchaser.

          Within 90 days of the earlier of either discovery by or notice to the
Seller of any breach of a representation or warranty made by the Seller that
materially and adversely affects the



                                       16
<PAGE>

value of a Mortgage Loan or the Mortgage Loans or the interest therein of the
Purchaser, the Seller shall use its best efforts promptly to cure such breach in
all material respects and, if such breach cannot be cured, the Seller shall, at
the Purchaser's option, repurchase such Mortgage Loan at the Purchase Price. In
the event that a breach shall involve any representation or warranty set forth
in Subsection 3.02 and such breach cannot be cured within 90 days of the earlier
of either discovery by or notice to the Seller of such breach, all of the
Mortgage Loans shall, at the Purchaser's option be repurchased by the Seller at
the Purchase Price. The Seller may, at the request of the Purchaser and assuming
the Seller has a Qualified Substitute Mortgage Loan, rather than repurchase a
deficient Mortgage Loan as provided above, remove such Mortgage Loan and
substitute in its place a Qualified Substitute Mortgage Loan or Loans. If the
Seller does not provide a Qualified Substitute Mortgage Loan or Loans, it shall
repurchase the deficient Mortgage Loan. Any repurchase of a Mortgage Loan(s)
pursuant to the foregoing provisions of this Section 3.03 shall occur on a date
designated by the Purchaser and shall be accomplished by deposit 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.

          Notwithstanding the foregoing, within 90 days of the earlier of
discovery by the Seller or receipt of notice by the Seller of the breach of the
representation of the Seller set forth in Section 3.01(tt) above which
materially and adversely affects the interests of the Holders of the Class P
Certificates in any Prepayment Charge, the Seller shall pay the amount of the
scheduled Prepayment Charge, for the benefit of the Holders of the Class P
Certificates, by depositing such amount into the Collection Account, net of any
amount previously collected by the Servicer and paid by the Servicer, for the
benefit of the Holders of the Class P Certificates, in respect of such
Prepayment Charge.

          At the time of substitution or repurchase of any deficient Mortgage
Loan, the Purchaser and the Seller shall arrange for the reassignment of the
repurchased or substituted Mortgage Loan to the Seller and the delivery to the
Seller of any documents held by the Trustee relating to the deficient or
repurchased Mortgage Loan. In the event the Purchase Price is deposited in the
Collection Account. The Seller shall, simultaneously with such deposit, give
written notice to the Purchaser that such deposit has taken place. Upon such
repurchase, the Mortgage Loan Schedule shall be amended to reflect the
withdrawal of the repurchased Mortgage Loan from this Agreement.

          As to any Deleted Mortgage Loan for which the Seller substitutes a
Qualified Substitute Mortgage Loan or Loans, the Seller shall effect such
substitution by delivering to the Purchaser or its designee for such Qualified
Substitute Mortgage Loan or Loans the Mortgage Note, the Mortgage, the
Assignment and such other documents and agreements as are required by the
Pooling and Servicing Agreement. with the Mortgage Note endorsed as required
therein. The Seller shall remit for deposit in the Collection Account the
Monthly Payment due on such Qualified Substitute Mortgage Loan or Loans in the
month following the date of such substitution. Monthly payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution will be
retained by the Seller. For the month of substitution, distributions to the
Purchaser will include the Monthly Payment due on such Deleted Mortgage Loan in
the month of substitution, and the Seller shall thereafter be entitled to retain
all amounts subsequently received by the Seller in respect of such Deleted
Mortgage Loan. Upon such substitution, the Qualified Substitute Mortgage Loans
shall be subject to the terms of this Agreement in all respects, and the Seller
shall be deemed to have



                                       17
<PAGE>

made with respect to such Qualified Substitute Mortgage Loan or Loans as of the
date of substitution, the covenants, representations and warranties set forth in
Subsections 3.01 and 3.02.

          It is understood and agreed that the representations and warranties
set forth in Sections 3.01 and 3.02 shall survive delivery of the respective
Mortgage Files to the Trustee on behalf of the Purchaser.

          It is understood and agreed that the obligations of the Seller set
forth in this Section 3.03 to cure, repurchase and substitute for a defective
Mortgage Loan and the obligations of the Seller to indemnify the Purchaser as
provided in Section 5.01 constitute the sole remedies of the Purchaser
respecting a missing or defective document or a breach of the representations
and warranties contained in Section 3.01 or 3.02.

                                   ARTICLE IV.

                               SELLER'S COVENANTS

     Section 4.01 COVENANTS OF THE SELLER. The Seller hereby covenants that
except for the transfer hereunder, the Seller will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Mortgage Loan, or any interest therein; the Seller will notify
the Trustee, as assignee of the Purchaser, of the existence of any Lien on any
Mortgage Loan immediately upon discovery thereof, and the Seller will defend the
right, title and interest of the Trust, as assignee of the Purchaser, in, to and
under the Mortgage Loans, against all claims of third parties claiming through
or under the Seller; PROVIDED, HOWEVER, that nothing in this Section 4.01 shall
prevent or be deemed to prohibit the Seller from suffering to exist upon any of
the Mortgage Loans any Liens for municipal or other local taxes and other
governmental charges if such taxes or governmental charges shall not at the time
be due and payable or if the Seller shall currently be contesting the validity
thereof in good faith by appropriate proceedings and shall have set aside on its
books adequate reserves with respect thereto.

                                   ARTICLE V.

               INDEMNIFICATION WITH RESPECT TO THE MORTGAGE LOANS

     Section 5.01 INDEMNIFICATION.

          (a) The Seller indemnifies and holds harmless the Purchaser, its
respective officers and directors and each person, if any, who controls the
Purchaser within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, as follows:

          (i) against any and all losses, claims, expenses, damages or
liabilities, joint or several, to which the Purchaser or such controlling person
may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof including,
but not limited to, any loss, claim, expense, damage or liability related to
purchases and sales of the Certificates) 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 amendment or



                                       18
<PAGE>


supplement thereto, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements made therein not misleading, to the extent that
any untrue statement or alleged untrue statement therein results (or is alleged
to have resulted) from an error or material omission in the information
concerning the Seller Information furnished by the Seller to the Purchaser for
use in the preparation of the Prospectus Supplement, which error was not
superseded or corrected by the delivery to the Purchaser of corrected written or
electronic information, or for which the Seller provided written notice of such
error to the Purchaser prior to the confirmation of the sale of the
Certificates; and will reimburse the Purchaser and each such controlling person
for any legal or other expenses reasonably incurred by the Purchaser or such
controlling person in connection with investigating or defending any such loss,
claim, damage. liability or action as such expenses are incurred;

          (ii) against any and all loss, liability, claim, damage and expense
whatsoever, to the extent of the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or omission, if such
settlement is effected with the written consent of the Purchaser; and

          (iii) against any and all expense whatsoever (including the fees and
disbursements of counsel chosen by the Purchaser), reasonably incurred in
investigating, preparing or defending against any litigation, or investigation
or proceeding by any governmental agency or body. commenced or threatened, or
any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission, to the extent that any such expense
is not paid under clause (i) or clause (ii) above.

          This indemnity agreement will be in addition to any liability which
the Seller may otherwise have.

          (b) Promptly after receipt by any indemnified party under this Article
V of notice of any claim or the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Article V, notify the indemnifying party in
writing of the claim or the commencement of that action; PROVIDED, HOWEVER, that
the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Article V except to the extent it has
been materially prejudiced by such failure and, provided further, that the
failure to notify any indemnifying party shall not relieve it from any liability
which it may have to any indemnified party otherwise than under this Article V.

          If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, the indemnifying party
shall not be liable to the indemnified party under this Article V for any legal
or other expenses subsequently incurred by the indemnified party in connection
with the defense thereof other than reasonable costs of investigation.



                                       19
<PAGE>

          Any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and
expenses of such counsel shall be at the expense of such indemnified party
unless: (i) the employment thereof has been specifically authorized by the
indemnifying party in writing; (ii) such indemnified party shall have been
advised in writing by such counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
advisable for such indemnified party to employ separate counsel; or (iii) the
indemnifying party has failed to assume the defense of such action and employ
counsel reasonably satisfactory to the indemnified party, in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to
employ separate counsel at the expense of the indemnifying party, the
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, the
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising
out of the same general allegations or circumstances, be liable for the
reasonable fees and expenses of more than one separate firm of attorneys (in
addition to local counsel) at any time for all such indemnified parties, which
firm shall be designated in writing by the Purchaser, if the indemnified parties
under this Article V consist of the Purchaser.

          Each indemnified party, as a condition of the indemnity agreements
contained in Section 5.01 (a) and (b) hereof, shall use its best efforts to
cooperate with the indemnifying party in the defense of any such action or
claim. No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be a
final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against any
loss or liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an indemnified party shall have requested an
indemnifying party to consent to a settlement of any action, the indemnifying
party agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if such settlement is entered into more
than 30 days after receipt by such indemnifying party of the aforesaid request
and the indemnifying party has not previously provided the indemnified party
with written notice of its objection to such settlement. No indemnifying party
shall effect any settlement of any pending or threatened proceeding in respect
of which an indemnified party is or could have been a party and indemnity is or
could have been sought hereunder, without the written consent of such
indemnified party, unless settlement includes an unconditional release of such
indemnified party from all liability and claims that are the subject matter of
such proceeding.

          (c) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in this Article is
for any reason held to be unenforceable although applicable in accordance with
its terms, the Seller, on the one hand, and the Purchaser, on the other, shall
contribute to the aggregate losses, liabilities, claims, damages and expenses of
the nature contemplated by said indemnity agreement incurred by the Seller and
the Purchaser in such proportions as shall be appropriate to reflect the
relative benefits received by the Seller on the one hand and the Purchaser on
the other from the sale of the Mortgage Loans; PROVIDED, HOWEVER, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. For purposes of this Section,
each officer and director of the Purchaser and each person, if any, who controls
the Purchaser within the meaning of Section 15 of the Securities Act shall have
the same rights to contribution as the Purchaser and each director of the
Seller, each officer of the Seller,



                                       20
<PAGE>

and each person, if any, who controls the Seller within the meaning of Section
15 of the Securities Act shall have the same rights to contribution as the
Seller.

          (d) The Seller agrees to indemnify and to hold each of the Purchaser,
the Trustee, each of the officers and directors of each such entity and each
person or entity who controls each such entity or person and each
Certificateholder harmless against any and all claims, losses, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, fees
and expenses that the Purchaser, the Trustee, or any such person or entity and
any Certificateholder may sustain in any way (i) related to the failure of the
Seller to perform its duties in compliance with the terms of this Agreement or
(ii) arising from a breach by the Seller of its representations and warranties
in Sections 3.01 and 3.02 of this Agreement. The Seller shall immediately notify
the Purchaser, the Trustee and each Certificateholder if a claim is made by a
third party with respect to this Agreement. The Seller shall assume the defense
of any such claim and pay all expenses in connection therewith, including
reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against the Purchaser, the Trustee or any such
person or entity and/or any Certificateholder in respect of such claim.

                                   ARTICLE VI.

                                   TERMINATION

     Section 6.01 TERMINATION. The respective obligations and responsibilities
of the Seller and the Purchaser created hereby shall terminate, except for the
Seller's indemnity obligations as provided herein upon the termination of the
Trust as provided in Article X of the Pooling and Servicing Agreement.

                                  ARTICLE VII.

                            MISCELLANEOUS PROVISIONS

     Section 7.01 AMENDMENT. This Agreement may be amended from time to time by
the Seller and the Purchaser, by written agreement signed by the Seller and the
Purchaser.

     Section 7.02 GOVERNING LAW. This Agreement shall be governed by and
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 7.03 NOTICES. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid, addressed as
follows: (i) if to the Seller, Greenwich Capital Financial Products, Inc., 600
Steamboat Road, Greenwich, Connecticut 06830, Attention: Legal, or such other
address as may hereafter be furnished to the Purchaser in writing by the Seller
and (iii) if to the Purchaser, Financial Asset Securities Corp., 600 Steamboat
Road, Greenwich, Connecticut




                                       21
<PAGE>


06830, Attention: Legal, or such other address as may hereafter be furnished to
the Seller in writing by the Purchaser.

     Section 7.04 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions of terms of this Agreement shall be held
invalid for any reason whatsoever, 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 of
enforceability of the other provisions of this Agreement.

     Section 7.05 COUNTERPARTS. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same agreement.

     Section 7.06 FURTHER AGREEMENTS. The Purchaser and the Seller each agree to
execute and deliver to the other such additional documents, instruments or
agreements as may be necessary or reasonable and appropriate to effectuate the
purposes of this Agreement or in connection with the issuance of any Series of
Certificates representing interests in the Mortgage Loans.

     Without limiting the generality of the foregoing, as a further inducement
for the Purchaser to purchase the Mortgage Loans from the Seller, the Seller
will cooperate with the Purchaser in connection with the sale of any of the
securities representing interests in the Mortgage Loans. In that connection, the
Seller will provide to the Purchaser any and all information and appropriate
verification of information, whether through letters of its auditors and counsel
or otherwise, as the Purchaser shall reasonably request and will provide to the
Purchaser such additional representations and warranties, covenants, opinions of
counsel, letters from auditors, and certificates of public officials or officers
of the Seller as are reasonably required in connection with such transactions
and the offering of investment grade securities rated by the Rating Agencies.

     Section 7.07 INTENTION OF THE PARTIES. It is the intention of the parties
that the Purchaser is purchasing, and the Seller is selling, the Mortgage Loans
rather than pledging the Mortgage Loans to secure a loan by the Purchaser to the
Seller. Accordingly, the parties hereto each intend to treat the transaction for
federal income tax purposes and all other purposes as a sale by the Seller, and
a purchase by the Purchaser, of the Mortgage Loans. The Purchaser will have the
right to review the Mortgage Loans and the related Mortgage Files to determine
the characteristics of the Mortgage Loans which will affect the federal income
tax consequences of owning the Mortgage Loans and the Seller will cooperate with
all reasonable requests made by the Purchaser in the course of such review.

     Section 7.08 SUCCESSORS AND ASSIGNS; ASSIGNMENT OF PURCHASE AGREEMENT. This
Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser and the Trustee.

     The obligations of the Seller under this Agreement cannot be assigned or
delegated to a third party without the consent of the Purchaser which consent
shall be at the Purchaser's sole discretion, except that the Purchaser
acknowledges and agrees that the Seller may assign its obligations



                                       22
<PAGE>


hereunder to any Person into which the Seller is merged or any corporation
resulting from any merger, conversion or consolidation to which the Seller is a
party or any Person succeeding to the business of the Seller. The parties hereto
acknowledge that the Purchaser is acquiring the Mortgage Loans for the purpose
of contributing them to a trust that will issue a series of Certificates
representing undivided interests in such Mortgage Loans. As an inducement to the
Purchaser to purchase the Mortgage Loans, the Seller acknowledges and consents
to the assignment by the Purchaser to the Trustee of all of the Purchaser's
rights against the Seller pursuant to this Agreement insofar as such rights
relate to Mortgage Loans transferred to the Trustee and to the enforcement or
exercise of any right or remedy against the Seller pursuant to this Agreement by
the Trustee. Such enforcement of a right or remedy by the Trustee shall have the
same force and effect as if the right or remedy had been enforced or exercised
by the Purchaser directly.

     Section 7.09 SURVIVAL. The representations and warranties set forth in
Sections 3.01 and 3.02 and the provisions of Article V hereof shall survive the
purchase of the Mortgage Loans hereunder.







                                       23

<PAGE>



     IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed to this Mortgage Loan Purchase Agreement by their respective officers
thereunto duly authorized as of the day and year fist above written.


                                            FINANCIAL ASSET SECURITIES CORP.,
                                            as Purchaser


                                            By:________________________________
                                            Name:
                                            Title:



                                            GREENWICH CAPITAL FINANCIAL
                                            PRODUCTS, INC., as Seller


                                            By:_________________________________
                                            Name:
                                            Title:




<PAGE>


                                   SCHEDULE I

                                 MORTGAGE LOANS

                             AVAILABLE UPON REQUEST










                                       25

<PAGE>


                                    EXHIBIT D

                             MORTGAGE LOAN SCHEDULE


                                 Filed By Paper.





                                       D-1

<PAGE>



                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS


To:  Wells Fargo Bank Minnesota, National Association
     36 Executive Park
     Irvine, California 92614

     Re:  Pooling and Servicing Agreement dated as of December 1, 2002
          among Financial Asset Securities Corp., as Depositor, Saxon
          Mortgage Services, Inc., as Servicer and Wells Fargo Bank
          Minnesota, National Association, as Trustee
          ------------------------------------------------------------

     In connection with the administration of the Mortgage Loans held by you as
Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we
request the release, and hereby acknowledge receipt of the Trustee's Mortgage
File Or the Mortgage Loan described below, for the reason indicated.

MORTGAGE LOAN NUMBER:

MORTGAGOR NAME, ADDRESS & ZIP CODE:

REASON FOR REQUESTING DOCUMENTS (CHECK ONE):

_________1.  Mortgage Paid in Full

_________2.  Foreclosure

_________3.  Substitution

_________4.  Other Liquidation (Repurchases, etc.)

_________5.  Nonliquidation    Reason:_____________________

Address to which Trustee should deliver the Trustee's Mortgage File:
________________________________________________________________________________
________________________________________________________________________________




                                       E-1

<PAGE>



                                  By:      _____________________________________
                                           (authorized signer)

                                  Issuer:  _____________________________________

                                  Address: _____________________________________
                                           _____________________________________

                                  Date:    _____________________________________


TRUSTEE

Wells Fargo Bank Minnesota, National Association

         Please acknowledge the execution of the above request by your signature
and date below:


         ____________________________                __________________
         Signature                                   Date

         Documents returned to Trustee:

         ______________________________              __________________
         Trustee                                     Date



                                       E-2

<PAGE>



                                   EXHIBIT F-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                              December __, 2002



Financial Asset Securities Corp.           Saxon Mortgage Services, Inc.
600 Steamboat Road                         4708 Mercantile Drive North
Greenwich, Connecticut 06830               Fort Worth, Texas 76137-3605

         Re:  Pooling and Servicing Agreement, dated as of December 1, 2002,
              among Financial Asset Securities Corp., Saxon Mortgage Services,
              Inc. and Wells Fargo Bank Minnesota, National Association,
              Asset-Backed Certificates, Series 2002-FF4
              ----------------------------------------------------------------

Ladies and Gentlemen:

     Attached is the Trustee's preliminary exception report delivered 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 set forth in the Pooling and
Servicing Agreement.

     The Trustee has made no independent examination of any documents contained
in each Mortgage File beyond the review specifically required in the Pooling and
Servicing Agreement. The Trustee makes no representations as to (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in the Mortgage File pertaining to the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) whether any
Mortgage File includes any of the documents specified in clause (v) of Section
2.01 of the Pooling and Servicing Agreement.

                                           WELLS FARGO BANK MINNESOTA, NATIONAL
                                           ASSOCIATION


                                           By:__________________________________
                                           Name:
                                           Title:



                                      F-1-1

<PAGE>



                                   EXHIBIT F-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                      ________________
                                                            [Date]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

          Re:  Pooling and Servicing Agreement (the "Pooling and Servicing
               Agreement"), dated as of December 1, 2002 among Financial Asset
               Securities Corp., as Depositor, Saxon Mortgage Services, Inc,, as
               Servicer and Wells Fargo Bank Minnesota, National Association, as
               Trustee with respect to First Franklin Mortgage Loan Trust
               2002-FF4, Asset-Backed Certificates, Series 2002-FF4
               -----------------------------------------------------------------

Ladies and Gentlemen:

     In accordance with Section 2.02 of the 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 Schedule I hereto) it (or its custodian) has received the applicable
documents listed in Section 2.01 of the Pooling and Servicing Agreement.

     The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
hereto, it has reviewed the documents listed above and has determined that each
such document appears to be complete and, based on an examination of such
documents, the information set forth in items 1, 2, 3, 10, 11, 15 and 28 of the
definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
accurately reflects information in the Mortgage File.

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement. This
Certificate is qualified in all respects by the terms of said Pooling and
Servicing Agreement.

                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                       ASSOCIATION, as Trustee


                                       By: _____________________________________
                                       Name:
                                       Title:



                                      F-2-1

<PAGE>



                                   EXHIBIT F-3

                        FORM OF RECEIPT OF MORTGAGE NOTE


Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

         Re:      First Franklin Mortgage Loan Trust 2002-FF4,
                  Asset-Backed Certificates Series 2002-FF4
                  --------------------------------------------

Ladies and Gentlemen:

     Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as
of December 1, 2002, among Financial Asset Securities Corp. as Depositor, Saxon
Mortgage Services, Inc. as Servicer and Wells Fargo Bank Minnesota, National
Association as Trustee (the "Trustee"), 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.

                                      WELLS FARGO BANK MINNESOTA, NATIONAL
                                      ASSOCIATION, as Trustee


                                      By:____________________________________
                                      Name:
                                      Title:



                                      F-3-1

<PAGE>



                                    EXHIBIT G

                                   [RESERVED]




                                       G-1

<PAGE>



                                    EXHIBIT H

                           FORM OF LOST NOTE AFFIDAVIT
                           ---------------------------

     Personally appeared before me the undersigned authority to administer
oaths, __________________ who first being duly sworn deposes and says: Deponent
is ________________ of ________________, successor by merger to
_________________________ ("Seller") and who has personal knowledge of the facts
set out in this affidavit.

On _________________________________, ______________________________ did execute
and deliver a promissory note in the principal amount of $____________________.

     That said note has been misplaced or lost through causes unknown and is
presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.

     Seller executes this Affidavit for the purpose of inducing Wells Fargo Bank
Minnesota, National Association, as trustee on behalf of First Franklin Mortgage
Loan Trust 2002-FF4, Asset-Backed Certificates Series 2002-FF4, to accept the
transfer of the above described loan from Seller.

     Seller agrees to indemnify Wells Fargo Bank Minnesota, National
Association, Financial Asset Securities Corp. and Saxon Mortgage Services, Inc.
harmless for any losses incurred by such parties resulting from the above
described promissory note has been lost or misplaced.

By:      _______________________
         _______________________

STATE OF                        )
                                )   SS:
COUNTY OF                       )

     On this ______ day of ______________, 20_, before me, a Notary Public, in
and for said County and State, appeared , who acknowledged the extension of the
foregoing and who, having been duly sworn, states that any representations
therein contained are true.

     Witness my hand and Notarial Seal this _________ day of 20__.

____________________________
____________________________
My commission expires __________________________.



                                       H-1

<PAGE>



                                    EXHIBIT I

                        FORM OF LIMITED POWER OF ATTORNEY


KNOW ALL MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST
ENDORSEE, AS APPLICABLE], [a ___________________ corporation][a national banking
organization], having its principal place of business at
__________________________, (the "Undersigned"), pursuant to that Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") among Financial
Asset Securities Corp. (the "Owner"), Wells Fargo Bank Minnesota, National
Association and Saxon Mortgage Services, Inc. ("Saxon"), hereby constitutes and
appoints Saxon, by and through Saxon's officers, the Undersigned's true and
lawful Attorney-in-Fact, in the Undersigned's name, place and stead, as their
interests may appear, and for the Undersigned's respective benefit, in
connection with all Mortgage Loans serviced by Saxon pursuant to the Pooling and
Servicing Agreement, for the purpose of performing all acts and executing all
documents in the name of the Undersigned as may be customarily and reasonably
necessary and appropriate to effectuate the following enumerated transactions in
respect of any of the mortgages, deeds of trust or security instrument (each a
"Mortgage" or a "Deed of Trust" respectively) and promissory notes secured
thereby (each a "Mortgage Note") for which the Undersigned is acting as Servicer
pursuant to the Pooling and Servicing Agreement (whether the Undersigned is
named therein as mortgagee or beneficiary or has become mortgagee by virtue of
endorsement of the Mortgage Note secured by any such Mortgage or Deed of Trust)
all subject to the terms of the related Pooling and Servicing Agreement.

This appointment shall apply to the following enumerated transactions only:

1. The modification or re-recording of a Mortgage or Deed of Trust, where said
modification or re-recording is for the purpose of correcting the Mortgage or
Deed of Trust to conform same to the original intent of the parties thereto or
to correct title errors discovered after such title insurance was issued and
said modification or re-recording, in either instance, does not adversely affect
the lien of the Mortgage or Deed of Trust as insured.

2. The subordination of the lien of a Mortgage or Deed of Trust to an easement
in favor of a public utility company or a governmental agency or authority
thereunder with powers of eminent domain; this section shall include, without
limitation, the execution of partial satisfaction/release, partial reconveyances
or the execution of requests to trustees to accomplish same.

3. The conveyance of the properties to the mortgage insurer, or the closing of
the title to the property to be acquired as real estate owned, or conveyance of
title to real estate owned.

4. The completion of loan assumption agreements.

5. The full satisfaction/release of a Mortgage or Deed of Trust or full
reconveyance upon payment and discharge of all sums secured thereby, including,
without limitation, cancellation of the related Mortgage Note.



                                       I-1

<PAGE>



6. The assignment of any Mortgage or Deed of Trust and the related Mortgage
Note, in connection with the repurchase of the mortgage loan secured and
evidenced thereby.

7. The full assignment of a Mortgage or Deed of Trust upon payment and discharge
of all sums secured thereby in conjunction with the refinancing thereof,
including, without limitation, the assignment of the related Mortgage Note.

8. With respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a
deed in lieu of foreclosure, or the completion of judicial or non-judicial
foreclosure or termination, cancellation or rescission of any such foreclosure,
including, without limitation, any and all of the following acts:

a) the substitution of trustee(s) serving under a Deed of Trust, in accordance
with state law and the Deed of Trust; b) the preparation and issuance of
statements of breach or non-performance; c) the preparation and filing of
notices of default and/or notices of sale; d) the cancellation/rescission of
notices of default and/or notices of sale; e) the taking of a deed in lieu of
foreclosure; and f) the preparation and execution of such other documents and
performance of such other actions as may be necessary under the terms of the
Mortgage, Deed of Trust or state law to expeditiously complete said transactions
in paragraphs 8(a) through 8(e) above.

9. The full assignment of a Mortgage or Deed of Trust upon sale of a loan
pursuant to a mortgage loan sale agreement for the sale of a loan or pool of
loans, including, without limitation, the assignment of the related Mortgage
Note.

The Undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney, each subject to the terms and conditions set forth in the
related Pooling and Servicing Agreement and in accordance with the standard of
care applicable to servicers in the Pooling and Servicing Agreement as fully as
the undersigned might or could do, and hereby does ratify and confirm to all
that said Attorney-in-Fact shall lawfully do or cause to be done by authority
hereof. This Limited Power of Attorney shall be effective as of [SERVICING
TRANSFER EFFECTIVE DATE].

Nothing contained herein shall (i) limit in any manner any indemnification
provided by Saxon to the Owner under the Pooling and Servicing Agreement, or
(ii) be construed to grant Saxon the power to initiate or defend any suit,
litigation or proceeding in the name of the Undersigned except as specifically
provided for herein or under the Pooling and Servicing Agreement.

The Owner hereby agrees to indemnify and hold the Undersigned and its directors,
officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever incurred by
reason or result of or in connection with the exercise by Saxon of the powers
granted to it hereunder. The foregoing indemnity shall survive the termination
of this Limited Power of Attorney and the Pooling and Servicing Agreement or the
earlier resignation or removal of the Undersigned under the Pooling and
Servicing Agreement.


                                       I-2

<PAGE>




Any third party without actual notice of fact to the contrary may rely upon the
exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and
effect and has not been revoked unless an instrument of revocation has been made
in writing by the undersigned, and such third party put on notice thereof. This
Limited Power of Attorney shall be in addition to and shall not revoke or in any
way limit the authority granted by any previous power of attorney executed by
the Undersigned.

IN WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
Agreement, has caused its corporate seal to be hereto affixed and these presents
to be signed and acknowledged in its name and behalf by ______________________,
its duly elected and authorized _________________________ this ___ day of
_________________, 2002.


By:_____________________________________
Name:   ______________________
Title:  ___________________________


Acknowledged and Agreed
Saxon Mortgage Services, Inc.

By:_________________________
Name:
Title:






<PAGE>



                                    EXHIBIT J

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                             [DATE]

Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, MD 21045

                  Re:      First Franklin Mortgage Loan Trust 2002-FF4,
                           Asset-Backed Certificates Series 2002-FF4
                           --------------------------------------------

Ladies and Gentlemen:

     In connection with our acquisition of the above-captioned Certificates, we
certify that (a) we understand that the Certificates are not being registered
under the Securities Act of 1933, as amended (the "Act"), or any state
securities laws and are being transferred to us in a transaction that is exempt
from the registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as
amended, nor are we acting on behalf of any such plan, (e) we are acquiring the
Certificates for investment for our own account and not with a view to any
distribution of such Certificates (but without prejudice to our right at all
times to sell or otherwise dispose of the Certificates in accordance with clause
(g) below), (f) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, or taken any other action which
would result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.

                                           Very truly yours,

                                           [NAME OF TRANSFEREE]

                                           By:__________________________________
                                                    Authorized Officer


                                       J-1

<PAGE>




                       FORM OF RULE 144A INVESTMENT LETTER

                                     [DATE]
Financial Asset Securities Corp.
600 Steamboat Road
Greenwich, Connecticut 06830

Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, MD 21045

            Re:  First Franklin Mortgage Loan Trust 2002-FF4,
                 Asset-Backed Certificates Series 2002-FF4
                 --------------------------------------------

Ladies and Gentlemen:

     In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we are not an employee benefit plan that is subject to the
Employee Retirement Income Security Act of 1974, as amended, or a plan that is
subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor
are we acting on behalf of any such plan, (d) we have not, nor has anyone acting
on our behalf offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security from, or otherwise approached or negotiated with respect to the
Certificates, any interest in the Certificates or any other similar security
with, any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Certificates under the Securities Act or
that would render the disposition of the Certificates a violation of Section 5
of the Securities Act or require registration pursuant thereto, nor will act,
nor has authorized or will authorize any person to act, in such manner with
respect to the Certificates, (e) we are a "qualified institutional buyer" as
that term is defined in Rule 144A under the Securities Act and have completed
either of the forms of certification to that effect attached hereto as Annex 1
or Annex 2. We are aware that the sale to us is being made in reliance on Rule
144A. We are acquiring the Certificates for our own account or for resale
pursuant to Rule 144A and further, understand that such Certificates 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 Securities Act.

                                           Very truly yours,

                                           [NAME OF TRANSFEREE]

                                           By:__________________________________
                                                    Authorized Officer


                                       J-2

<PAGE>



                                                            ANNEX 1 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------


          [For Transferees Other Than Registered Investment Companies]

     The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer, Senior Vice President or other executive officer of the Buyer.

     2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because (i) the Buyer 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 Buyer's most recent fiscal
year (such amount being calculated in accordance with Rule 144A and (ii) the
Buyer satisfies the criteria in the category marked below.

          _______ CORPORATION, ETC. The Buyer is a corporation (other than a
          bank, savings and loan association or similar institution),
          Massachusetts or similar business trust, partnership, or charitable
          organization described in Section 501(c)(3) of the Internal Revenue
          Code of 1986, as amended.

          _______ BANK. The Buyer (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 Buyer (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
          $25,000,000 as demonstrated in its latest annual financial statements,
          a copy of which is attached hereto.

          _______ BROKER-DEALER. The Buyer is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934.

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

1    Buyer must own and/or invest on a discretionary basis at least $100,000,000
     in securities unless Buyer is a dealer, and, in that case, Buyer must own
     and/or invest on a discretionary basis at least $10,000,000 in securities.


                                       J-3

<PAGE>



          _______ INSURANCE COMPANY. The Buyer 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 Buyer 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 Buyer is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

          _______ INVESTMENT ADVISOR. The Buyer is an investment advisor
          registered under the Investment Advisors Act of 1940.

          _______ SMALL BUSINESS INVESTMENT COMPANY. Buyer is a small business
          investment company licensed by the U.S. Small Business Administration
          under Section 301(c) or (d) of the Small Business Investment Act of
          1958.

          _______ BUSINESS DEVELOPMENT COMPANY. Buyer is a business development
          company as defined in Section 202(a)(22) of the Investment Advisors
          Act of 1940.

     3. The term "SECURITIES" as used herein DOES NOT INCLUDE (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer 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 Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.

     5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it 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 Buyer may be in reliance on Rule 144A.



                                       J-4

<PAGE>



     6. Until the date of purchase of the Rule 144A Securities, the Buyer 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 Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.

                                           ____________________________________
                                                     Print Name of Buyer

                                           By:__________________________________
                                           Name:
                                           Title:

                                           Date:________________________________




                                       J-5

<PAGE>



                                                            ANNEX 2 TO EXHIBIT J
                                                            --------------------

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

           [For Transferees That are Registered Investment Companies]

     The undersigned (the "Buyer") hereby certifies as follows to the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates with respect to the Certificates described therein:

     1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

     2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer'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 Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyers Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.

          The Buyer owned $_________ in securities (other than the excluded
          securities referred to below) as of the end of the Buyer's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

          The Buyer 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 Buyer'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 Buyer or are part of the Buyer's Family of
Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank 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.



                                       J-6

<PAGE>



     5. The Buyer is familiar with Rule 144A and understands that the parties
listed in the Rule 144A Transferee Certificate to which this certification
relates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.

     6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

                                       _______________________________________
                                       Print Name of Buyer or Adviser

                                       By: ____________________________________
                                       Name:
                                       Title:

                                       IF AN ADVISER:

                                       ________________________________________
                                       Print Name of Buyer


                                       Date:___________________________________




                                       J-7

<PAGE>



                                    EXHIBIT K

                     AFFIDAVIT OF TRANSFER OF R CERTIFICATES
                           PURSUANT TO SECTION 5.02(d)

                   FIRST FRANKLIN MORTGAGE LOAN TRUST 2002-FF4
                   ASSET-BACKED CERTIFICATES, SERIES 2002-FF4


STATE OF             )
                     ) ss.:
COUNTY OF            )

     The undersigned, being first duly sworn, deposes and says as follows:

     1. The undersigned is an officer of , the proposed Transferee of an
Ownership Interest in Class R Certificates (the "Certificate") issued pursuant
to the Pooling and Servicing Agreement, (the "Agreement"), relating to the
above-referenced Certificates, among Financial Asset Securities Corp., as
Depositor, Saxon Mortgage Services, Inc., as Servicer (the "Servicer") and Wells
Fargo Bank Minnesota, National Association, as Trustee (the "Trustee").
Capitalized terms used, but not defined herein shall have the meanings ascribed
to such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee.

     2. The Transferee is, as of the date hereof and will be, as of the date of
the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership
Interest in the Certificate either (i) for its own account or (ii) as nominee,
trustee or agent for another Person and has attached hereto an affidavit from
such Person in substantially the same form as this affidavit. The Transferee has
no knowledge that any such affidavit is false.

     3. The Transferee has been advised of, and understands that (i) a tax will
be imposed on Transfers of the Certificate to Persons that are not Permitted
Transferees; (ii) such tax will be imposed on the transferor, or, if such
Transfer is through an agent (which includes a broker, nominee or middleman) to
a Person that is not a Permitted Transferee, on the agent; and (iii) the Person
otherwise liable for the tax shall be relieved of liability for the tax if the
subsequent Transferee furnished to such Person an affidavit that such subsequent
Transferee is a Permitted Transferee and, at the time of Transfer, such Person
does not have actual knowledge that the affidavit is false.

     4. The Transferee has been advised of, and understands that a tax will be
imposed on a "pass-through entity" holding the Certificate if at any time during
the taxable year of the pass- through entity a Person that is not a Permitted
Transferee is the record holder of an interest in such entity. The Transferee
understands that such tax will not be imposed for any period with respect to
which the record holder furnishes to the pass-through entity an affidavit that
such record holder is a Permitted Transferee and the pass-through entity does
not have actual knowledge that such affidavit is false. (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 and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person).


                                       K-1

<PAGE>



     5. The Transferee has reviewed the provisions of Section 5.02(d) of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

     6. The Transferee agrees to require a Transfer Affidavit from any Person to
whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit K to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

     7. The Transferee does not have the intention to impede the assessment or
collection of any tax legally required to be paid with respect to the
Certificate.

     8. The Transferee's taxpayer identification number is _____________.

     9. The Transferee is a U.S. Person as defined in Code Section 7701-(a)(30).

     10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

     11. The Transferee is not an employee benefit plan that is subject to ERISA
or a plan that is subject to Section 4975 of the Code, nor is it acting on
behalf of such a plan.




                                       K-2

<PAGE>



     IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ___ day of __________, ___.

                                [NAME OF TRANSFEREE]

                                By: _________________________________________
                                Name:
                                Title:

[Corporate Seal]

ATTEST:

__________________________
[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 the of the
Transferee, and acknowledged that he executed the same as his free act and deed
and the free act and deed of the Transferee.

     Subscribed and sworn before me this __ day of _______, ___.


                                _______________________________________________
                                              NOTARY PUBLIC

                                My Commission expires the ____ day of ____, ___.




                                       K-3

<PAGE>



                                    EXHIBIT L

                         FORM OF TRANSFEROR CERTIFICATE

                                                              [DATE]


Financial Asset Securities Corp.            Wells Fargo Bank Minnesota, National
600 Steamboat Road                          Association
Greenwich, Connecticut 06830                9062 Old Annapolis Road
                                            Columbia, Maryland 21045

                  Re:    First Franklin Mortgage Loan Trust 2002-FF4,
                         Asset-Backed Certificates Series 2002-FF4
                         --------------------------------------------

Ladies and Gentlemen:

     In connection with our disposition of the above Certificates we certify
that (a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of a Class R Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class R Certificate is to impede the assessment or collection
of tax.

                                    Very truly yours,

                                    TRANSFEROR

                                    By:____________________________________
                                    Name:
                                    Title:



                                       L-1

<PAGE>



                                    EXHIBIT M

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                                   _____________, 20__


Financial Asset Securities Corp.           Wells Fargo Bank Minnesota, National
600 Steamboat Road                         Association
Greenwich, Connecticut 06830               9062 Old Annapolis Road
                                           Columbia, Maryland 21045
Saxon Mortgage Services, Inc.
4708 Mercantile Drive North
Fort Worth, Texas 76137-3605

                  Re:   First Franklin Mortgage Loan Trust 2002-FF4,
                        Asset-Backed Certificates Series 2002-FF4
                        --------------------------------------------
Dear Sirs:

          _______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed
Certificates Series 2002-FF4, Class [C][P][R] (the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement") dated as of December 1, 2002 among Financial Asset Securities Corp.
as depositor (the "Depositor"), Saxon Mortgage Services, Inc. as servicer (the
"Servicer") and Wells Fargo Bank Minnesota, National Association as trustee (the
"Trustee"). 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 and the Servicer the following:

          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.

                                           Very truly yours,

                                           [Transferee]

                                           By:_____________________________
                                           Name:
                                           Title:


                                       M-1

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                                   EXHIBIT N-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

          Re:    First Franklin Mortgage Loan Trust 2002-FF4
                 Mortgage Pass-Through Certificates, Series 2002-FF4

          I, [identify the certifying individual], certify that:

          l. 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 Financial Asset
Securities Corp. (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 Servicer
under the Pooling and Servicing Agreement is included in these reports;

          4. I am responsible for reviewing the activities performed by the
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 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 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 Depsoitor,
Saxon Mortgage Services, Inc. as servicer and Wells Fargo Bank Minnesota,
National Association as trustee.

                                       FINANCIAL ASSET SECURITIES CORP.


                                       By:____________________________________
                                       Name:
                                       Title:
                                       Date:



<PAGE>



                                   EXHIBIT N-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE


          Re:    First Franklin Mortgage Loan Trust 2002-FF4 (the "Trust")
                 Mortgage Pass-Through Certificates, Series 2002-FF4

          I, [identify the certifying individual], a [title] of Wells Fargo Bank
Minnesota, National Association, as Trustee of the Trust, hereby certify to
Financial Asset Securities Corp. (the "Depositor"), and its officers, directors
and affiliates, and with the knowledge and intent that they will rely upon this
certification, that:

          1. I have 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, of the
Depositor relating to the above-referenced trust;

          2. Based on my knowledge, the information in these distribution
reports prepared by the Trustee, 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 that
annual report; and

          3. Based on my knowledge, the distribution information required to be
provided by the Trustee under the Pooling and Servicing Agreement is included in
these reports.

          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 Depsoitor as depositor, Saxon
Mortgage Services, Inc. as servicer and Wells Fargo Bank Minnesota, National
Association as trustee.


                                     WELLS FARGO BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Trustee


                                     By:__________________________________
                                     Name:
                                     Title:
                                     Date:



<PAGE>



                                   EXHIBIT N-3

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE SERVICER

          Re:    First Franklin Mortgage Loan Trust 2002-FF4 (the "Trust"),
                 Mortgage Pass-Through Certificates, Series 2002-FF4

          I, [identify the certifying individual], certify to Financial Asset
Securities Corp. (the "Depositor"), and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification,
that:

          1. I have reviewed the servicing information in the annual report on
Form 10-K for the fiscal year [___], and the servicing information, including
information concerning the Mortgage Loans on all reports on Form 8-K filed in
respect of periods included in the year covered by that annual report, of the
Depositor relating to the Trust;

          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 that annual report;

          3. Based on my knowledge, the servicing information, including
information concerning the Mortgage Loans, required to be provided to the
Trustee by the Servicer under the Pooling and Servicing Agreement is included in
these reports;

          4. I am responsible for reviewing the activities performed by the
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 Servicer has fulfilled its obligations under the Pooling and
Servicing Agreement; and

          5. I have disclosed to the Depositor's certified public accountants
all significant deficiencies relating to the 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 Depsoitor as depositor, Saxon
Mortgage Services, Inc. as servicer and Wells Fargo Bank Minnesota, National
Association as trustee.






<PAGE>



                                         SAXON MORTGAGE SERVICES, INC.


                                         By:____________________________
                                         Name:
                                         Title:
                                         Date:




<PAGE>



                                    EXHIBIT O

                              FORM OF CAP CONTRACTS




<PAGE>



                                    EXHIBIT P

                             FORM OF ADDITION NOTICE

                                                         [Date]
Wells Fargo Bank Minnesota, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045-1951

     Re:  Pooling and Servicing Agreement dated as of December 1, 2002
          among Financial Asset Securities Corp., as Depositor, Saxon
          Mortgage Services, Inc., as Servicer and Wells Fargo Bank
          Minnesota, National Association, as Trustee
          -------------------------------------------------------------

Ladies and Gentlemen:

     Pursuant to Section 2.08 of the referenced Pooling and Servicing Agreement,
Option One Mortgage Acceptance Corporation has designated Subsequent Mortgage
Loans to be sold to the Trust on __________, 2002, with an aggregate principal
balance of $ . Capitalized terms not otherwise defined herein have the meaning
set forth in the Pooling and Servicing Agreement.

     Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

Very truly yours,

                                           FINANCIAL ASSET SECURITIES CORP.

                                           By:________________________________
                                           Name:
                                           Title:

Acknowledged and Agreed:

WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION


By:_______________________________
Name:
Title:





<PAGE>



                                    EXHIBIT Q

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

     Pursuant to this Subsequent Transfer Instrument, dated ________, 2002 (the
"Instrument"), between Financial Asset Securities Corp. as seller (the
"Depositor"), and Wells Fargo Bank Minnesota, National Association as trustee of
the First Franklin Mortgage Loan Trust 2002-FF4, Asset-Backed Certificates,
Series 2002-FF4, as purchaser (the "Trustee"), and pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 2002 (the "Pooling and Servicing
Agreement"), among the Depositor as depositor, Saxon Mortgage Services, Inc. as
master servicer and the Trustee as trustee, the Depositor and the Trustee agree
to the sale by the Depositor and the purchase by the Trustee in trust, on behalf
of the Trust, of the Mortgage Loans listed on the attached Schedule of Mortgage
Loans (the "Subsequent Mortgage Loans").

     Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement.

     Section 1. CONVEYANCE OF SUBSEQUENT MORTGAGE LOANS.

     (a) The Depositor does hereby sell, transfer, assign, set over and convey
to the Trustee in trust, on behalf of the Trust, without recourse, all of its
right, title and interest in and to the Subsequent Mortgage Loans, and including
all amounts due on the Subsequent Mortgage Loans after the related Subsequent
Cut-off Date, and all items with respect to the Subsequent Mortgage Loans to be
delivered pursuant to Section 2.01 of the Pooling and Servicing Agreement;
provided, however that the Depositor reserves and retains all right, title and
interest in and to amounts due on the Subsequent Mortgage Loans on or prior to
the related Subsequent Cut-off Date. The Depositor, contemporaneously with the
delivery of this Agreement, has delivered or caused to be delivered to the
Trustee each item set forth in Section 2.01 of the Pooling and Servicing
Agreement. The transfer to the Trustee by the Depositor of the Subsequent
Mortgage Loans identified on the Mortgage Loan Schedule shall be absolute and is
intended by the Depositor, the Master Servicer, the Trustee and the
Certificateholders to constitute and to be treated as a sale by the Depositor to
the Trust Fund.

     (b) 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, in, to and under the Subsequent Mortgage Loan
Purchase Agreement, dated the date hereof, between the Depositor as purchaser
and the Master Servicer as seller, to the extent of the Subsequent Mortgage
Loans.

     (c) Additional terms of the sale are set forth on Attachment A hereto.

     Section 2. REPRESENTATIONS AND WARRANTIES; CONDITIONS PRECEDENT.

     (a) The Depositor hereby confirms that each of the conditions precedent and
the representations and warranties set forth in Section 2.08 of the Pooling and
Servicing Agreement are satisfied as of the date hereof.

     (b) All terms and conditions of the Pooling and Servicing Agreement are
hereby ratified and confirmed; provided, however, that in the event of any
conflict, the provisions of this Instrument shall control over the conflicting
provisions of the Pooling and Servicing Agreement.



<PAGE>



     Section 3. RECORDATION OF INSTRUMENT.

     To the extent permitted by applicable law, this Instrument, or a memorandum
thereof if permitted under applicable law, is subject to recordation in all
appropriate public offices for real property records in all of 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
Certificateholders' expense on direction of the related Certificateholders, but
only when accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders or is necessary for the administration or servicing of the
Mortgage Loans.

     Section 4. GOVERNING LAW.

     This Instrument 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, without giving effect to
principles of conflicts of law.

     Section 5. COUNTERPARTS.

     This Instrument may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same instrument.

     Section 6. SUCCESSORS AND ASSIGNS.

     This Instrument shall inure to the benefit of and be binding upon the
Depositor and the Trustee and their respective successors and assigns.





<PAGE>



                                           FINANCIAL ASSET SECURITIES CORP.


                                           By:__________________________________
                                           Name:
                                           Title:


                                           WELLS FARGO BANK MINNESOTA,
                                           NATIONAL ASSOCIATION, as
                                           Trustee for First Franklin
                                           Mortgage Loan Trust
                                           2002-FF4, Asset-Backed
                                           Certificates, Series
                                           2002-FF4

                                           By:__________________________________
                                           Name:
                                           Title:


ATTACHMENTS
A.   Additional terms of sale.
B.   Schedule of Subsequent Mortgage Loans.







<PAGE>



                                  ATTACHMENT A
                                  ------------

                            ADDITIONAL TERMS OF SALE

     A. General

        1.    Subsequent Cut-off Date: ______________________, 2002
        2.    Subsequent Transfer Date:     _______________________, 2002
        3.    Aggregate Principal Balance of the Subsequent Mortgage Loans as of
              the Subsequent Cut-off Date: $_______________________
        4.    Purchase Price: 100.00%

     B. The following representations and warranties with respect to each
Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as
of the last day of the month preceding the Subsequent Cut-off Date; (ii) the
original term to stated maturity of such Subsequent Mortgage Loan will not be
less than ___ months and will not exceed 360 months; (iii) such Subsequent
Mortgage Loan will not have a loan-to-value ratio greater than 100.00%; (iv)
such Subsequent Mortgage Loans will have, as of the Subsequent Cut-off Date, a
weighted average term since origination not in excess of 360 months; (v) such
Subsequent Mortgage Loan, if a Fixed Rate Mortgage Loan, shall have a Mortgage
Rate that is not less than _____% per annum or greater than ______% per annum;
(vi) such Subsequent Mortgage Loan must have a first payment date occurring on
or before [Month] 1, 2003; (vii) if the Subsequent Mortgage Loan is an
Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a Gross
Margin not less than _____% per annum; (viii) if the Subsequent Mortgage Loan is
an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan will have a
Maximum Mortgage Rate not less than ______% per annum; (ix) if the Subsequent
Mortgage Loan is an Adjustable Rate Mortgage Loan, the Subsequent Mortgage Loan
will have a Minimum Mortgage Rate not less than _____% per annum, (x) the
Subsequent Mortgage Loan may not provide for negative amortization; (xi) such
Subsequent Mortgage Loan shall have been serviced by the Servicer since
origination or the date of purchase and (xii) such Subsequent Mortgage Loan
shall have been underwritten in accordance with the criteria set forth under
"First Franklin Financial Corporation--Underwriting Standards" in the Prospectus
Supplement.

     C. Following the purchase of any Subsequent Group I Mortgage Loan by the
Trust, the Group I Mortgage Loans (including such Subsequent Group I Mortgage
Loans) will: (i) have a weighted average original term to stated maturity of not
more than 360 months; (ii) have a weighted average Mortgage Rate of not less
than _____% per annum and not more than ______% per annum; (iii) have a weighted
average Loan-to-Value Ratio of not more than _____%; (iv) have no Mortgage Loan
with a Principal Balance which does not conform to Fannie Mae and Freddie Mac
guidelines; (v) will consist of Mortgage Loans covered by the PMI Policy
representing no less than _____% by aggregate Principal Balance of the Group I
Mortgage Loans; (v) will consist of Mortgage Loans with Prepayment Charges
representing no less than _____% by aggregate Principal Balance of the Group I
Mortgage Loans; and (vi) have no more than _____% of Fixed Rate Mortgage Loans
by aggregate Principal Balance of the Group I Mortgage Loans. In addition, the
Adjustable Rate Group I Mortgage Loans will have a weighted average Gross Margin
not less than _____% per annum. For purposes of the calculations described in
this paragraph, percentages of the Group I Mortgage Loans



<PAGE>



will be based on the Principal Balance of the Initial Group I Mortgage Loans as
of the Cut-off Date and the Principal Balance of the Subsequent Group I Mortgage
Loans as of the related Subsequent Cut-off Date.

          Following the purchase of any Subsequent Group II Mortgage Loan by the
Trust, the Group II Mortgage Loans (including such Subsequent Group II Mortgage
Loans) will: (i) have a weighted average original term to stated maturity of not
more than 360 months; (ii) have a weighted average Mortgage Rate of not less
than _____% per annum and not more than _____% per annum; (iii) have a weighted
average Loan-to-Value Ratio of not more than _____%; (iv) have no Mortgage Loan
with a principal balance in excess of $_______; (v) will consist of Mortgage
Loans covered by the PMI Policy representing no less than _____% by aggregate
Principal Balance of the Group II Mortgage Loans; (v) will consist of Mortgage
Loans with Prepayment Charges representing no less than _____% by aggregate
Principal Balance of the Group II Mortgage Loans; and (vi) have no more than
_____% of Fixed Rate Mortgage Loans by aggregate Principal Balance of the Group
II Mortgage Loans. In addition, the Adjustable Rate Group II Mortgage Loans will
have a weighted average Gross Margin not less than _____% per annum. For
purposes of the calculations described in this paragraph, percentages of the
Group II Mortgage Loans will be based on the Principal Balance of the Initial
Group II Mortgage Loans as of the Cut-off Date and the Principal Balance of the
Subsequent Group II Mortgage Loans as of the related Subsequent Cut-off Date.

     D. Notwithstanding the foregoing, any Subsequent Mortgage Loan may be
rejected by any Rating Agency if the inclusion of any such Subsequent Mortgage
Loan would adversely affect the ratings of any Class of Certificates.





<PAGE>



                                    EXHIBIT R

                    FORM OF CREDIT RISK MANAGEMENT AGREEMENT





<PAGE>



                                   SCHEDULE I

                           PREPAYMENT CHARGE SCHEDULE









<PAGE>


                                   SCHEDULE II

                               PMI MORTGAGE LOANS