AMERIQUEST MORTGAGE SECURITIES INC.,

                                    Depositor




                          AMERIQUEST MORTGAGE COMPANY,

                           Seller and Master Servicer




                     FEDERAL HOME LOAN MORTGAGE CORPORATION,

         Guarantor of the Class A Certificates and Class S Certificates


                                       and


                      DEUTSCHE BANK NATIONAL TRUST COMPANY
                                     Trustee


                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2002

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





               Ameriquest Mortgage Securities Inc., Series 2002-D

                            Asset-Backed Certificates








<PAGE>




<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS


                                                     ARTICLE I

                                                    DEFINITIONS
<S>                                                                                                              <C>
SECTION 1.01.     Defined Terms...................................................................................1
SECTION 1.02.     Accounting.....................................................................................38
SECTION 1.03.     Allocation of Certain Shortfalls...............................................................38
SECTION 1.04.     Rights of the NIMS Insurer.....................................................................39

                                                    ARTICLE II

                                           CONVEYANCE OF MORTGAGE LOANS;
                                         ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.     Conveyance of Mortgage Loans...................................................................40
SECTION 2.02.     Acceptance of REMIC 1 by the Trustee...........................................................42
SECTION 2.03.     Repurchase or Substitution of Mortgage Loans by the Seller; Payment of Master Servicer
                  Prepayment Charge Payment Amounts..............................................................43
SECTION 2.04.     Representations, Warranties and Covenants of the Seller........................................46
SECTION 2.05.     Representations, Warranties and Covenants of the Master Servicer...............................47
SECTION 2.06.     Representations and Warranties of the Depositor................................................50
SECTION 2.07.     Conveyance of Uncertificated REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2,
                  REMIC 3 and REMIC 4 by the Trustee; Issuance of Certificates...................................51
SECTION 2.08.     Conveyance of Subsequent Mortgage Loans........................................................52

                                                    ARTICLE III

                                   ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.     Master Servicer to Act as Master Servicer......................................................56
SECTION 3.02.     Collection of Mortgage Loan Payments...........................................................57
SECTION 3.03.     Notification of Adjustments....................................................................58
SECTION 3.04.     Collection Account, Escrow Account and Distribution Account....................................58
SECTION 3.05.     Permitted Withdrawals From the Collection Account, Escrow Account and Distribution
                  Account........................................................................................61
SECTION 3.06.     Investment of Funds in the Collection Account, the Escrow Account, the REO Account and the
                  Distribution Account...........................................................................63
SECTION 3.07.     Payment of Taxes, Insurance and Other Charges..................................................64
SECTION 3.08.     Maintenance of Hazard Insurance................................................................64
SECTION 3.09.     Maintenance of Mortgage Blanket Insurance Policy...............................................65
SECTION 3.10.     Fidelity Bond, Errors and Omissions Insurance..................................................65
SECTION 3.11.     Due-on-Sale Clauses; Assumption and Substitution Agreements....................................66
SECTION 3.12.     Realization Upon Defaulted Mortgage Loans......................................................66
SECTION 3.13.     Title, Management and Disposition of REO Property..............................................68
SECTION 3.14.     REO Property Inspections.......................................................................70
SECTION 3.15.     Reports of Foreclosure and Abandonment of Mortgaged Properties.................................70
SECTION 3.16.     Optional Purchase of Defaulted Mortgage Loans by the NIMS Insurer or the Master Servicer.......71
SECTION 3.17.     Trustee to Cooperate; Release of Files.........................................................71


                                                        -i-

<PAGE>



SECTION 3.18.     Servicing Compensation.........................................................................72
SECTION 3.19.     Annual Statement as to Compliance..............................................................73
SECTION 3.20.     Annual Independent Certified Public Accountants' Reports.......................................73
SECTION 3.21.     Access to Certain Documentation and Information Regarding the Mortgage Loans...................73
SECTION 3.22.     Solicitations..................................................................................74
SECTION 3.23.     Advance Facility...............................................................................75
SECTION 3.24.     PMI Policy; Claims Under the PMI Policy........................................................75

                                                     ARTICLE IV

                                                   FLOW OF FUNDS

SECTION 4.01.     Distributions..................................................................................77
SECTION 4.02.     The Guarantee..................................................................................79
SECTION 4.03.     Statements.....................................................................................79
SECTION 4.04.     Master Servicer Remittance Reports; Advances and Prepayment Interest Shortfalls................83
SECTION 4.05.     The Trustee Remittance Report..................................................................84
SECTION 4.06.     Loan Data Remittance Report....................................................................85
SECTION 4.07.     Compliance with Withholding....................................................................85
SECTION 4.08.     Distributions on the Uncertificated REMIC Regular Interests....................................85
SECTION 4.09.     Allocation of Principal Losses.................................................................88
SECTION 4.10.     Pre-Funding Account............................................................................89
SECTION 4.11.     Interest Coverage Accounts.....................................................................90
SECTION 4.12.     Net WAC Rate Carryover Reserve Account.........................................................91
SECTION 4.13.     Excess Net WAC Rate Reserve Account............................................................92
SECTION 4.14.     Commission Reporting...........................................................................93


                                                     ARTICLE V

                                                  THE CERTIFICATES

SECTION 5.01.     The Certificates...............................................................................95
SECTION 5.02.     Registration of Transfer and Exchange of Certificates..........................................96
SECTION 5.03.     Mutilated, Destroyed, Lost or Stolen Certificates..............................................99
SECTION 5.04.     Persons Deemed Owners..........................................................................99
SECTION 5.05.     Appointment of Paying Agent....................................................................99

                                                     ARTICLE VI

                                 THE SELLER, THE MASTER SERVICER AND THE DEPOSITOR

SECTION 6.01.     Liability of the Seller, the Master Servicer and the Depositor................................101
SECTION 6.02.     Merger or Consolidation of, or Assumption of the Obligations of, the Seller, the Master
                  Servicer or the Depositor.....................................................................101
SECTION 6.03.     Limitation on Liability of the Master Servicer and Others; Indemnification....................101
SECTION 6.04.     Master Servicer Not to Resign.................................................................102
SECTION 6.05.     Delegation of Duties..........................................................................102
SECTION 6.06.     Subservicing Agreements and Successor Subservicer.............................................102
SECTION 6.07.     Liability of the Master Servicer..............................................................103
SECTION 6.08.     Inspection....................................................................................103



                                                        -ii-

<PAGE>



                                                    ARTICLE VII

                                                      DEFAULT

SECTION 7.01.     Master Servicer Events of Termination.........................................................104
SECTION 7.02.     Trustee to Act; Appointment of Successor......................................................106
SECTION 7.03.     Waiver of Defaults............................................................................107
SECTION 7.04.     Notification to Certificateholders............................................................107
SECTION 7.05.     Survivability of Master Servicer Liabilities..................................................107
SECTION 7.06.     Rights of the Guarantor to Exercise Rights of Class A Certificateholders......................107
SECTION 7.07.     Trustee to Act Solely with Consent of the Guarantor...........................................108
SECTION 7.08.     Mortgage Loans, Trust Fund and Accounts Held for Benefit of the Guarantor.....................108

                                                    ARTICLE VIII

                                                    THE TRUSTEE

SECTION 8.01.     Duties of Trustee.............................................................................109
SECTION 8.02.     Certain Matters Affecting the Trustee.........................................................110
SECTION 8.03.     Trustee Not Liable for Certificates or Mortgage Loans.........................................111
SECTION 8.04.     Trustee May Own Certificates..................................................................112
SECTION 8.05.     Trustee Fees and Expenses.....................................................................112
SECTION 8.06.     Eligibility Requirements for Trustee..........................................................112
SECTION 8.07.     Resignation or Removal of Trustee.............................................................112
SECTION 8.08.     Successor Trustee.............................................................................113
SECTION 8.09.     Merger or Consolidation of Trustee............................................................114
SECTION 8.10.     Appointment of Co-Trustee or Separate Trustee.................................................114
SECTION 8.11.     Limitation of Liability.......................................................................115
SECTION 8.12.     Trustee May Enforce Claims Without Possession of Certificates.................................115
SECTION 8.13.     Suits for Enforcement.........................................................................115
SECTION 8.14.     Waiver of Bond Requirement....................................................................116
SECTION 8.15.     Waiver of Inventory, Accounting and Appraisal Requirement.....................................116

                                                     ARTICLE IX

                                                REMIC ADMINISTRATION

SECTION 9.01.     REMIC Administration..........................................................................117
SECTION 9.02.     Prohibited Transactions and Activities........................................................118
SECTION 9.03.     Indemnification with Respect to Certain Taxes and Loss of REMIC Status........................119

                                                     ARTICLE X

                                                    TERMINATION

SECTION 10.01.             Termination..........................................................................120
SECTION 10.02.             Additional Termination Requirements..................................................121

                                                     ARTICLE XI

                                              MISCELLANEOUS PROVISIONS



                                                       -iii-

<PAGE>



SECTION 11.01.             Amendment............................................................................123
SECTION 11.02.             Recordation of Agreement; Counterparts...............................................124
SECTION 11.03.             Limitation on Rights of Certificateholders...........................................124
SECTION 11.04.             Governing Law; Jurisdiction..........................................................124
SECTION 11.05.             Notices..............................................................................125
SECTION 11.06.             Severability of Provisions...........................................................125
SECTION 11.07.             Article and Section References.......................................................125
SECTION 11.08.             Reserved.............................................................................125
SECTION 11.09.             Further Assurances...................................................................125
SECTION 11.10.             Benefits of Agreement................................................................125
SECTION 11.11.             Acts of Certificateholders...........................................................126
SECTION 11.12.             Third Party Rights...................................................................126
</TABLE>



                                                       -iv-

<PAGE>



<TABLE>
<CAPTION>
EXHIBITS:
--------
<S>               <C>
Exhibit A-1       Form of Class AF Certificates
Exhibit A-2       Form of Class AV Certificates
Exhibit A-3       Form of Class S Certificates
Exhibit A-4       Form of Class M-1 Certificates
Exhibit A-5       Form of Class M-2 Certificates
Exhibit A-6       Form of Class CE Certificates
Exhibit A-7       Form of Class P Certificates
Exhibit A-8       Form of Class R Certificates
Exhibit B         [Reserved]
Exhibit C         Request for Release
Exhibit D-1       Form of Trustee's Initial Certification
Exhibit D-2       Form of Trustee's Final Certification
Exhibit D-3       Form of Receipt of Mortgage Note
Exhibit E         Form of Mortgage Loan Purchase Agreement
Exhibit F         Form of Lost Note Affidavit
Exhibit G         Loss Mitigation Action Plan
Exhibit H         Form of Investment Letter
Exhibit I         Form of Class R Certificate Transfer Affidavit
Exhibit J         Form of Transferor Certificate
Exhibit K         Form of Liquidation Report
Exhibit L         Ameriquest Mortgage Company Underwriting Guidelines
Exhibit M         Form of Loan Data Remittance Report
Exhibit N         Form of Trustee's Remittance Report
Exhibit O         Form of Addition Notice
Exhibit P         Form of Subsequent Transfer Instrument
Exhibit Q         Form of ERISA Representation Letter
Exhibit R-1       Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit R-2       Form of Certification to Be Provided to Depositor by the Trustee
Exhibit S         Form of Notice for Location of Accounts

SCHEDULE 1        Mortgage Loan Schedule
SCHEDULE 2        Prepayment Charge Schedule
SCHEDULE 3        PMI Mortgage Loans
</TABLE>






<PAGE>



                  This Pooling and Servicing Agreement is dated as of December
1, 2002 (the "Agreement"), among AMERIQUEST MORTGAGE SECURITIES INC., as
depositor (the "Depositor"), AMERIQUEST MORTGAGE COMPANY, as seller (in such
capacity, the "Seller") and Master Servicer (in such capacity, the "Master
Servicer"), FEDERAL HOME LOAN MORTGAGE CORPORATION, as guarantor of the Class A
Certificates and the Class S Certificates (the "Guarantor"), and DEUTSCHE BANK
NATIONAL TRUST COMPANY, as trustee (the "Trustee").

                             PRELIMINARY STATEMENT:

                  The Depositor intends to sell pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Trust Fund created hereunder. The Certificates will consist of thirteen
classes of certificates, designated as (i) the Class AF Certificates, (ii) the
Class AV Certificates, (iii) the Class S Certificates, (iv) the Class M-1
Certificates, (v) the Class M-2 Certificates, (vi) the Class CE Certificates,
(vii) the Class P Certificates and (viii) 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, the PMI Policy and certain other related assets subject
to this Agreement (but exclusive of the Pre-Funding Accounts, the Interest
Coverage Accounts, the Net WAC Rate Carryover Reserve Account, the Master
Servicer Prepayment Charge Payment Amounts, the Excess Net WAC Rate Reserve
Account and any Subsequent Mortgage Loan Interest) as a real estate 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 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.


<TABLE>
<CAPTION>
                               Uncertificated
                                  REMIC 1               Initial Uncertificated                Assumed Final
      Designation            Pass-Through Rate             Principal Balance                Maturity Date(1)
      -----------            -----------------             -----------------                ----------------
<S>                          <C>                        <C>                                 <C>
         LT1-A                  Variable(2)                 $307,114,403.33                 February 25, 2033
         LT1-B                  Variable(2)                 $ 95,583,284.76                 February 25, 2033
         LT1-C                  Variable(2)                 $714,826,631.27                 February 25, 2033
         LT1-D                  Variable(2)                 $222,475,580.64                 February 25, 2033
         LT1-P                  Variable(2)                 $        100.00                 February 25, 2033
</TABLE>
___________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date 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 Uncertificated REMIC 1 Regular
     Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 1
     Pass-Through Rate" herein.






                                      -vi-

<PAGE>



                                     REMIC 2
                                     -------

                           As provided herein, the Trustee shall 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 represents the sole class of "residual interests" in REMIC 2 for
purposes of the REMIC Provisions. 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.



<TABLE>
<CAPTION>
                               Uncertificated
                                  REMIC 1               Initial Uncertificated                Assumed Final
      Designation            Pass-Through Rate             Principal Balance                Maturity Date(1)
      -----------            -----------------             -----------------                ----------------
<S>                          <C>                        <C>                                 <C>
         LT2-A                  Variable(2)                $1,269,649,900.00                February 25, 2033
         LT2-B                  Variable(2)                $   70,350,000.00                February 25, 2033
         LT2-P                  Variable(2)                $          100.00                February 25, 2033
</TABLE>

___________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date 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 Uncertificated REMIC 2 Regular
     Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 2
     Pass-Through Rate" herein.



                                      -vii-

<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 irrevocably sets forth the designation, the Uncertificated
REMIC 3 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 3 Regular Interests will be certificated.


<TABLE>
<CAPTION>
                               Uncertificated
                                  REMIC 3               Initial Uncertificated                Assumed Final
      Designation            Pass-Through Rate             Principal Balance                Maturity Date(1)
      -----------            -----------------             -----------------                ----------------
<S>                          <C>                        <C>                                 <C>
       LT3-AA                  Variable(2)                $1,313,199,902.00                 February 25, 2033
       LT3-AF1                 Variable(2)                $    3,930,000.00                 February 25, 2033
       LT3-AV1                 Variable(2)                $    9,168,500.00                 February 25, 2033
       LT3-M1                  Variable(2)                $      100,500.00                 February 25, 2033
       LT3-M2                  Variable(2)                $      100,500.00                 February 25, 2033
       LT3-ZZ                  Variable(2)                $   13,500,498.00                 February 25, 2033
        LT3-S                  Variable(2)                        N/A(3)                    February 25, 2033
        LT3-P                  Variable(2)                $          100.00                 February 25, 2033
</TABLE>

___________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date 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 3 Regular Interest.
(2)  Calculated in accordance with the definition of "Uncertificated REMIC 3
     Pass-Through Rate" herein.
(3)  REMIC 3 Regular Interest LT3-S will not have an Uncertificated Principal
     Balance, but will accrue interest on its Uncertificated Notional Amount
     outstanding from time to time, which shall equal the Uncertificated
     Principal Balance of REMIC 2 Regular Interest LT2-B.


                                     -viii-

<PAGE>



                                     REMIC 4
                                     -------

                  As provided herein, the Trustee shall make an election to
treat the segregated pool of assets consisting of the Uncertificated REMIC 3
Regular Interests as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC 4." The Class R-4
Interest will represent the sole class of "residual interests" in REMIC 4 for
purposes of the REMIC Provisions. As provided herein, the Class A Certificates,
the Class S Certificates, the Mezzanine Certificates, the Class CE Certificates
and the Class P Certificates represent all of the "regular interests" in REMIC 4
for purposes of the REMIC Provisions. The following table irrevocably sets forth
the designation, the Pass-Through Rate, the Original Certificate Principal
Balance, and solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each Class of
Certificates that represents one or more of the "regular interests" in REMIC 4.



<TABLE>
<CAPTION>
                                                          Original Certificate               Assumed Final
    Class Designation          Pass-Through Rate            Principal Balance               Maturity Date(1)
    -----------------          -----------------            -----------------               ----------------
<S>                            <C>                        <C>                              <C>
            AF                 4.55% per annum(2)            $393,000,000.00               February 25, 2033
            AV                    Variable(3)                $916,850,000.00               February 25, 2033
           M-1                    Variable(3)                $ 10,050,000.00               February 25, 2033
           M-2                    Variable(3)                $ 10,050,000.00               February 25, 2033
            S                        N/A(4)                      N/A(5)                    February 25, 2033
            CE                    Variable(6)                $ 10,049,900.00               February 25, 2033
            P                        N/A(7)                  $        100.00               February 25, 2033
</TABLE>

___________________
(1)  Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
     regulations, the Distribution Date 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 Class of Certificates that
     represents one or more of the "regular interests" in REMIC 4.
(2)  Subject to increase and subject to the Pool Net WAC Rate.
(3)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(4)  The Class S Certificates will receive all amounts distributed to the REMIC
     3 Regular Interest LT3-S.
(5)  The Class S Certificates will not have a Certificate Principal Balance but
     will accrue interest on its Notional Amount outstanding from time to time.
(6)  The Class CE Certificates will accrue interest at their variable
     Pass-Through Rate on the Notional Amount of the Class CE Certificates
     outstanding from time to time which shall equal the Uncertificated
     Principal Balance of the REMIC 3 Regular Interests. The Class CE
     Certificates will not accrue interest on their Certificate Principal
     Balance. The Class CE Certificates will also be entitled to the Subsequent
     Mortgage Loan Interest, as a right with respect to a component of the Class
     CE 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.
(7)  The Class P Certificates will not accrue interest.




                                      -ix-

<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 AV Certificates
and the Mezzanine Certificates shall be made on the basis of a 360-day year and
the actual number of days elapsed in the related Accrual Period 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.

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

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

                  "Accrual Period": With respect to (i) the Class AV
Certificates and the Mezzanine Certificates and (A) the first Distribution Date,
the period commencing on the Closing Date and ending on the day immediately
preceding the first Distribution Date, or (B) any subsequent Distribution Date,
the period commencing on the immediately preceding Distribution Date and ending
on the day immediately preceding the current Distribution Date and (ii) each
Class of Certificates, other than the Class AV Certificates and the Mezzanine
Certificates, and each Uncertificated REMIC Regular Interest 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 O.

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

                  "Adjusted Net Maximum Mortgage Rate": With respect to any
Mortgage Loan (or the related REO Property and any Distribution Date, a per
annum rate of interest equal to the applicable Mortgage Rate for such Mortgage
Loan (with respect to any Group I Mortgage Loan) or the applicable Maximum
Mortgage Rate for such Mortgage Loan (with respect to any Group II Mortgage
Loan), in each case as of the first day of the month preceding the month in
which such Distribution Date occurs minus the sum of (i) the Trustee Fee Rate,
(ii) the Servicing Fee Rate and (iii) the PMI Insurer Fee Rate, if applicable.

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

                  "Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer in respect of any Distribution Date
representing the aggregate of all payments of principal and interest, net of the
Servicing Fee, that were due during the related Due Period on the Mortgage Loans
and that were delinquent on the related Determination Date, plus certain amounts
representing assumed payments not covered by any current net income on the
Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure as
determined pursuant to Section 4.04.


                                        1

<PAGE>




                  "Advance Facility":  As defined in Section 3.23.

                  "Advancing Person":  As defined in Section 3.23.

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

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

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

                  "Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations applicable
thereto.

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom, if applicable,
the name of the assignee and/or the Mortgage recordation information which has
not yet returned from the applicable recorder's office), 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.

                  "Available Funds": With respect to any Distribution Date, an
amount equal to the excess of (x) the sum of (a) the aggregate of the Monthly
Payments on the Mortgage Loans received on or prior to the Determination Date,
(b) Liquidation Proceeds, Insurance Proceeds, Principal Prepayments 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 an REO Property acquired in respect of a Mortgage
Loan 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 Master Servicer in respect of Prepayment Interest
Shortfalls on the Mortgage Loans for such Distribution Date, (e) the aggregate
of any Advances made by the Master Servicer for such Distribution Date with
respect to the Mortgage Loans, (f) the aggregate of any Advances made by the
Trustee for such Distribution Date with respect to the Mortgage Loans pursuant
to Section 7.02, (g) with respect to the Distribution Date immediately following
the end of the Funding Period, any amounts (exclusive of investment income) in
the Pre-Funding Accounts after giving effect to any purchase of Subsequent
Mortgage Loans (h) with respect to each Distribution Date during the Funding
Period, any amounts withdrawn by the Trustee from the Interest Coverage Accounts
for distribution on the Class A Certificates and (i) any amounts received on or
after the Optional Termination Date representing the Termination Price over (y)
the sum of (a) Servicing Fees retained pursuant to Section 3.05(a)(ii) and the
first sentence of Section 3.18 relating to the Mortgage Loans, (b) amounts
reimbursable or payable to the Master Servicer pursuant to Section 3.05 relating
to the Mortgage Loans, (c) amounts relating to the Mortgage Loans deposited in
the Collection Account or the Distribution Account, as the case may be, in
error, (d) the sum of any indemnification payments made by the Trust Fund
pursuant to Section 6.03 and any indemnification payments or expense
reimbursements made by the Trust Fund pursuant to Sections 7.02(a) and 8.05, (e)
the Trustee Fees withdrawn by the Trustee from the Distribution Account pursuant
to Section 8.05 and (f) the PMI Insurer Fee payable from the Collection Account.
Available Funds shall not include the amount of any Prepayment Charges collected
by the Master Servicer or any Master Servicer Prepayment Charge Payment Amount
relating to a Prepayment Charge payable on any Mortgage Loan.

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


                                        2

<PAGE>



                  "Basic Principal Distribution Amount": With respect to any
Distribution Date, the excess of (i) the Principal Remittance Amount for such
Distribution Date over (ii) the Overcollateralization Release Amount, if any,
for such Distribution Date.

                  "Book-Entry Certificate": Any Certificate registered in the
name of the Depository or its nominee. Initially, the Book-Entry Certificates
will be the Mezzanine Certificates.

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

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which the Guarantor or banking or savings institutions in the State of
Delaware, the State of New York, the State of California, the Commonwealth of
Virginia 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 interest rate cap contracts between the
Trustee and the counterparty thereunder, for the benefit of the Holders of the
Mezzanine Certificates.

                  "Certificate": Any Regular Certificate or Class R 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 Class R
Certificate for any purpose.

                  "Certificate Margin": On each Distribution Date with respect
to the Class AV Certificates (A) on and prior to the Optional Termination Date,
0.20% per annum and (B) after the Optional Termination Date, 0.40% per annum. On
each Distribution Date with respect to the Class M-1 Certificates (A) on and
prior to the Optional Termination Date, 2.50% per annum and (B) after the
Optional Termination Date, 3.75% per annum. On each Distribution Date with
respect to the Class M-2 Certificates (A) on and prior to the Optional
Termination Date, 3.50% per annum and (B) after the Optional Termination Date,
5.25% per annum.

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

                  "Certificate Principal Balance": With respect to any Class of
Regular Certificates (other than the Class S Certificates and the Class CE
Certificates) immediately prior to any Distribution Date, the Original Class
Certificate Principal Balance thereof reduced by the sum of all amounts actually
distributed in respect of principal of such Class on all prior Distribution
Dates and in the case of a Mezzanine Certificate, Realized Losses allocated
thereto on all prior Distribution Dates. With respect to the Class CE
Certificates as of any date of determination, an amount equal to the excess, if
any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 3
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 Certificate": Any one of the Class AF Certificates or
the Class AV Certificates.

                  "Class A Principal Distribution Amount": With respect to the
Class A Certificates and any Distribution Date on or after the Stepdown Date and
on which a Trigger Event is not in effect, the excess of (x) the aggregate


                                        3

<PAGE>



Certificate Principal Balance of the Class A Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 95.50% 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 $6,700,000.

                  "Class AF Certificate": Any one of the Class AF Certificates
as designated on the face thereof substantially in the form annexed hereto as
Exhibit A-1, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Class AF Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Principal Remittance Amount with respect to the Group I
Mortgage Loans for such Distribution Date and the denominator of which is (y)
the Principal Remittance Amount with respect to the Mortgage Loans for such
Distribution Date.

                  "Class AF Principal Distribution Amount": With respect to any
Distribution Date and the Class AF Certificates, an amount equal to the lesser
of (i) the Certificate Principal Balance of the Class AF Certificates
immediately preceding such Distribution Date and (ii) the product of (x) the
Class A Principal Distribution Amount and (y) the Class AF Allocation
Percentage.

                  "Class AV Certificate": Any one of the Class AV Certificates
as designated on the face thereof substantially in the form annexed hereto as
Exhibit A-2, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Class AV Allocation Percentage": With respect to any
Distribution Date, the percentage equivalent of a fraction, the numerator of
which is (x) the Principal Remittance Amount with respect to the Group II
Mortgage Loans for such Distribution Date and the denominator of which is (y)
the Principal Remittance Amount with respect to the Mortgage Loans for such
Distribution Date.

                  "Class AV Principal Distribution Amount": With respect to any
Distribution Date and the Class AV Certificates, an amount equal to the lesser
of (i) the Certificate Principal Balance of the Class AV Certificates
immediately preceding such Distribution Date and (ii) the product of (x) the
Class A Principal Distribution Amount and (y) the Class AV Allocation
Percentage.

                  "Class CE Certificate": Any one of the Class CE Certificates
as designated on the face thereof substantially in the form annexed hereto as
Exhibit A-6, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Class Exemption": A class exemption granted by the DOL, which
provides relief from certain of the prohibited transaction provisions of ERISA
and the related excise tax provisions of the Code.

                  "Class M-1 Certificate": Any one of the Class M-1 Certificates
as designated on the face thereof substantially in the form annexed hereto as
Exhibit A-4, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, 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),
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) 97.00% 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


                                        4

<PAGE>



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 $6,700,000.

                  "Class M-2 Certificate": Any one of the Class M-2 Certificates
as designated on the face thereof substantially in the form annexed hereto as
Exhibit A-5, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, 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) 98.50% 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
$6,700,000.

                  "Class P Certificate": Any one of the Class P Certificates as
designated on the face thereof substantially in the form annexed hereto as
Exhibit A-7, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Class R Certificate": Any one of the Class R Certificates as
designated on the face thereof substantially in the form annexed hereto as
Exhibit A-8, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing the
ownership of the Class R-1 Interest, the Class R-2 Interest, the Class R-3
Interest and the Class R-4 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.

                  "Class R-4 Interest": The uncertificated Residual Interest in
REMIC 4.

                  "Class S Certificate": Any one of the Class S Certificates as
designated on the face thereof substantially in the form annexed hereto as
Exhibit A-3, executed, authenticated and delivered by the Trustee, representing
the right to distributions as set forth herein and therein and evidencing a
Regular Interest in REMIC 4.

                  "Closing Date": December 6, 2002.

                  "Code": The Internal Revenue Code of 1986 as it may be amended
from time to time.

                  "Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a), which shall be
entitled "Ameriquest Mortgage Company, as Master Servicer for Deutsche Bank
National Trust Company, as Trustee, in trust for registered Holders of
Ameriquest Mortgage Securities Inc., Series 2002-D", and which must be an
Eligible Account.

                  "Commission": The Securities and Exchange Commission.


                                        5

<PAGE>



                  "Compensating Interest": As defined in Section 4.04(e) 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 1761 East St. Andrew Place,
Santa Ana, CA 92705-4934, Attention: Trust Administration--AQ020D, or at such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Guarantor, the Master Servicer and the
Seller.

                  "Corresponding Certificate": With respect to (i) REMIC 3
Regular Interest LT3-AF1, (ii) REMIC 3 Regular Interest LT3-AV1, (iii) REMIC 3
Regular Interest LT3-M1, (iv) REMIC 3 Regular Interest LT3-M2 and (v) REMIC 3
Regular Interest LT3-P, (i) the Class AF Certificates, (ii) the Class AV
Certificates, (iii) the Class M-1 Certificates, (iv) the Class M-2 Certificates
and (v )the Class P Certificates, respectively.

                  "Cumulative Annual Loss Master Servicer Termination Trigger":
A Cumulative Annual Loss Master Servicer Termination Trigger will have occurred
as of any Determination Date if the Cumulative Annual Loss Percentage as of such
Determination Date is greater than 1.75%.

                  "Cumulative Annual Loss Percentage": The cumulative Realized
Losses over the most recent 12 month period expressed as a percentage of the
outstanding Pool Balance at the beginning of such 12 month period and any amount
in the Pre-Funding Accounts at the beginning of such 12 month period.

                  "Cumulative Loss Master Servicer Termination Trigger": A
Cumulative Loss Master Servicer Termination Trigger will have occurred as of any
Determination Date if cumulative Realized Losses as of such Determination Date,
expressed as a percentage of the Maximum Collateral Amount, equal or exceed the
percentages set forth below:


            DISTRIBUTION DATE                           PERCENTAGE
            -----------------                           ----------

January 2003 to December 2003                             2.00%
January 2004 to December 2004                             2.50%
January 2005 to December 2005                             3.25%
January 2006 to December 2006                             3.75%
January 2007 and thereafter                               4.50%

                  "Cumulative Loss Step-up Trigger": A Cumulative Loss Step-up
Trigger will have occurred on a Distribution Date if cumulative Realized Losses
as of such Distribution Date, expressed as a percentage of the Maximum
Collateral Amount, equal or exceed the percentages set forth below:


            DISTRIBUTION DATE                           PERCENTAGE
            -----------------                           ----------

January 2003 to December 2003                              1.50%
January 2004 to December 2004                              2.25%
January 2005 to December 2005                              2.85%
January 2006 to December 2006                              3.60%
January 2007 and thereafter                                4.25%



                                        6

<PAGE>



                  "Custodian": Deutsche Bank National Trust Company, as
custodian of the Mortgage Files, and any successor thereto.

                  "Cut-off Date": With respect to any Initial Mortgage Loan, the
close of business on the later of (i) the date of origination of such Mortgage
Loan or (ii) December 1, 2002. With respect to any Subsequent Mortgage Loan, the
close of business on the later of (i) the date of origination of such Mortgage
Loan or (ii) the first day of the month in which a Subsequent Transfer with
respect to such Subsequent Mortgage Loan occurs. With respect to any Qualified
Substitute Mortgage Loan, the date of substitution.

                  "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 such 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.

                  "Deficiency Amount": With respect to any Distribution Date and
the Guaranteed Certificates, the sum of (i) the Guaranteed Interest Distribution
Amount and (ii) the Guaranteed Principal Distribution Amount.

                  "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 5.01(b).

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

                  "Delinquency Master Servicer Termination Trigger": A
Delinquency Master Servicer Termination Trigger will have occurred on a
Distribution Date if the Three-Month Rolling Delinquency Percentage exceeds
14.00%.

                  "Delinquency Percentage": With respect to any Distribution
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate Stated Principal Balance of all Mortgage Loans as of the last day of
the previous calendar month that, as of such last day of the previous calendar
month, are 60 or more days delinquent (measured under the OTS delinquency
calculation methodology), are in foreclosure, have been converted to REO
Properties or have related borrowers that are the subject of bankruptcy
proceedings, and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans and REO Properties as of the last day of the
previous calendar month; provided, however, that any Mortgage Loan purchased by
the Master Servicer or the NIMS Insurer pursuant to Section 3.16 shall not be
included in either the numerator or the denominator for purposes of calculating
the Delinquency Percentage.

                  "Delinquency Step-up Trigger": A Delinquency Step-up Trigger
will have occurred if the Three- Month Rolling Delinquency Percentage for a
Distribution Date exceeds 16.00%. A Delinquency Step-up Trigger cannot occur on
or before the Distribution Date in June 2005.

                  "Delinquent": Any Mortgage Loan with respect to which, as of
any date of determination, the Monthly Payment due on a Due Date for such
Mortgage Loan has not been made by the close of business on the next succeeding
Due Date for such Mortgage Loan.

                  "Depositor": Ameriquest Mortgage Securities Inc., a Delaware
corporation, or any successor in interest.


                                        7

<PAGE>



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

                  "Depository 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 10th day of the calendar month in which such Distribution Date occurs or, if
such 10th day is not a Business Day, the Business Day immediately preceding such
10th day.

                  "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 Class R Certificate by such Person may
cause a Trust REMIC 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 Class R 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 3.04(e) which shall be
entitled "Distribution Account, Deutsche Bank National Trust Company, as
Trustee, in trust for the registered Certificateholders of Ameriquest Mortgage
Securities Inc., Series 2002-D" 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.

                  "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 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": A segregated account that is (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 F-1 by Fitch, P-1 by Moody's and
A-1+ by S&P (or comparable ratings) 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 uninsured deposits
in which account are otherwise secured such that, as evidenced by an Opinion of
Counsel delivered to the Trustee, the NIMS Insurer and the Guarantor, the
Certificateholders will have a claim with respect to the funds in such account
or a perfected first


                                        8

<PAGE>



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 the Guarantor, as evidenced by a
letter from the Guarantor to the Trustee (with a copy to the NIMS Insurer and
the Rating Agencies). Eligible Accounts may bear interest.

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

                  "ERISA Restricted Certificates": The Class CE Certificates,
the Class P Certificates and the Class R Certificates.

                  "Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c).

                  "Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage Loan.

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

                  "Excess Group Net WAC Rate Amount": For any Distribution Date
and the Class AF Certificates, the positive excess, if any, of (i) the amount of
interest accrued on the Class AF Certificates for such Distribution Date
calculated at the Net WAC Rate for the Class AF Certificates over (ii) the
amount of interest accrued on the Class AF Certificates at the Pool Net WAC
Rate. For any Distribution Date and the Class AV Certificates, the positive
excess, if any, of (i) the amount of interest accrued on the Class AV
Certificates for such Distribution Date calculated at the Net WAC Rate for the
Class AV Certificates over (ii) the amount of interest accrued on the Class AV
Certificates at the Pool Net WAC Rate.

                  "Excess Net WAC Rate Reserve Account": The Excess Net WAC Rate
Reserve Account established and maintained as set forth in Section 4.13.

                  "Excess Pool Net WAC Rate Amount": For any Distribution Date
and the Class AF Certificates, the positive excess, if any, of (i) the amount of
interest accrued on the Class AF Certificates for such Distribution Date
calculated at the Pool Net WAC Rate over (ii) the amount of interest accrued on
the Class AF Certificates at the Net WAC Rate for the Class AF Certificates. For
any Distribution Date and the Class AV Certificates, the positive excess, if
any, of (i) the amount of interest accrued on the Class AV Certificates for such
Distribution Date calculated at the Pool Net WAC Rate over (ii) the amount of
interest accrued on such Class AV Certificates at the Net WAC Rate for the Class
AV Certificates.

                  "Extra Principal Distribution Amount": With respect to any
Distribution Date, the lesser of (x) the Net Monthly Excess Cashflow for such
Distribution Date and (y) the Overcollateralization Deficiency Amount for such
Distribution Date.

                  "Extended Period":  As defined in Section 3.13(d).

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

                  "Fidelity Bond":  As defined in Section 3.10.

                  "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 Master Servicer pursuant to or as contemplated by
Section 2.03, 3.16 or 10.01), a determination made by the Master Servicer that
all Insurance Proceeds, Liquidation Proceeds and other payments or recoveries
which the Master Servicer, in its reasonable good faith judgment, expects to be
finally recoverable in respect thereof have been so recovered. The Master
Servicer shall maintain records,


                                        9

<PAGE>



prepared by a Servicing Officer, of each Final Recovery Determination made
thereby.

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

                  "Formula Rate": With respect to the Class AV Certificates and
the Mezzanine Certificates and any Distribution Date, the lesser of (i) LIBOR
plus the Certificate Margin and (ii) the Maximum Cap Rate.

                  "Freddie Mac": The Federal Home Loan Mortgage Corporation, a
corporate instrumentality of the United States created and existing under Title
III of the Emergency Home Finance Act of 1970, as amended, or any successor
thereto.

                  "Funding Period": With respect to each Pre-Funding Account,
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 related Pre-Funding Account
(exclusive of investment income) has been reduced to zero or (b) February 10,
2003.

                  "Gross Margin": With respect to each Group II 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 Interest Coverage Account": The account established
and maintained pursuant to Section 4.11.

                  "Group I Interest Coverage Amount": The amount to be paid by
the Depositor to the Trustee for deposit in the Group I Interest Coverage
Account on the Closing Date pursuant to Section 4.11, which amount is
$779,098.91.

                  "Group I Mortgage Loan": A Mortgage Loan which provides for a
fixed Mortgage Rate payable with respect thereto. The Group I Mortgage Loans are
identified as such on the Mortgage Loan Schedule attached hereto as Schedule 1.

                  "Group I Original Pre-Funded Amount": The amount deposited by
the Depositor in the Group I Pre- Funding Account on the Closing Date, which
amount is $95,583,284.76.

                  "Group I Pre-Funding Account": The account established and
maintained pursuant to Section 4.10.

                  "Group II Interest Coverage Account": The account established
and maintained pursuant to Section 4.11.

                  "Group II Interest Coverage Amount": The amount to be paid by
the Depositor to the Trustee for deposit in the Group II Interest Coverage
Account on the Closing Date pursuant to Section 4.11, which amount is
$1,813,397.43.

                  "Group II Mortgage Loan": Each of the Mortgage Loans
identified in the Mortgage Loan Schedule attached hereto as Schedule 1 as having
a Mortgage Rate that is subject to adjustment. The Group II Mortgage Loans are
identified as such on the Mortgage Loan Schedule attached hereto as Schedule 1.

                  "Group II Original Pre-Funded Amount": The amount deposited by
the Depositor in the Group II Pre- Funding Account on the Closing Date, which
amount is $222,475,580.64.

                  "Group II Pre-Funding Account": The account established and
maintained pursuant to Section 4.10.

                  "Guarantee": The obligations of the Guarantor pursuant to
Section 4.02.



                                       10

<PAGE>



                  "Guarantee Fee": For any Distribution Date and with respect to
the Guaranteed Certificates, the fee payable to the Guarantor in respect of its
services as Guarantor that accrues at the applicable Guarantee Fee Rate for such
Guaranteed Certificates on a balance equal to the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date. The Guarantee Fee with respect to the Guaranteed Certificates
will accrue for each Distribution Date at the applicable Guarantee Fee Rate on
the Certificate Principal Balance of the Class A Certificates immediately prior
to such Distribution Date, on the basis of a 360-day year and the actual number
of days elapsed in the related Accrual Period.

                  "Guarantee Fee Rate": The per annum rate set forth in a side
letter of the Guarantor, addressed to the Trustee, the Depositor, the Seller and
the Master Servicer.

                  "Guaranteed Certificates": The Class A Certificates and the
Class S Certificates.

                  "Guaranteed Interest Distribution Amount": For any
Distribution Date and the Guaranteed Certificates, the amount, if any, after
giving effect to the distributions made pursuant to clauses (i) and (ii) of
Section 4.01(a), by which the Interest Distributable Amount payable on the Class
or Classes of Guaranteed Certificates for such Distribution Date exceeds the
amount of interest actually paid to the Holders of the Class or Classes of
Guaranteed Certificates on such Distribution Date pursuant to Section
4.01(a)(ii) of this Agreement.

                  "Guaranteed Principal Distribution Amount": With respect to
any Distribution Date, the amount, if any, by which the aggregate Certificate
Principal Balances of the Class A Certificates (after giving effect to all
amounts distributable and allocable to principal on such Class A Certificates
but prior to giving effect to any Guarantor Payment on such Distribution Date)
exceeds the aggregate Stated Principal Balance of the Mortgage Loans (after
giving effect to the principal portion of Monthly Payments due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period) plus any
amounts remaining on deposit in the Pre-Funding Accounts, plus, in the case of
the final Distribution Date, any unpaid Certificate Principal Balance of the
Class A Certificates.

                  "Guarantor":  Freddie Mac, or its successor in interest.

                  "Guarantor Payment": Any payment made by the Guarantor in
respect of a Deficiency Amount.

                  "Guarantor Reimbursement Amount": With respect to any
Distribution Date, (i) the sum of any accrued but unpaid Guarantee Fees and (ii)
the sum of all amounts paid by the Guarantor in respect of Deficiency Amounts on
all prior Distribution Dates to the extent not previously reimbursed, with
interest thereon at a rate equal to the Prime Rate plus 2.00%.

                  "Holder":  See "Certificateholder."

                  "Indenture": An indenture relating to the issuance of notes
secured by, among other things, the Class CE Certificates, the Class P
Certificates and/or the Class R Certificates (or any portion thereof) which may
or may not be guaranteed by the NIMS Insurer.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Depositor, the Master
Servicer and their respective Affiliates, (b) does not have any direct financial
interest in or any material indirect financial interest in the Depositor or the
Master Servicer or any Affiliate thereof, and (c) is not connected with the
Depositor or the Master Servicer or any Affiliate thereof as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions; provided, however, that a Person shall not fail to be
Independent of the Depositor or the Master Servicer or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Depositor or the Master Servicer or any Affiliate
thereof, as the case may be.

                  "Index": With respect to each Group II Mortgage Loan and with
respect to each related Adjustment


                                       11

<PAGE>



Date, the index as specified in the related Mortgage Note.

                  "Information Circular": The Information Circular of the
Depositor dated November 22, 2002, relating to the Guaranteed Certificates.

                  "Initial Certificate Principal Balance": With respect to any
Class A Certificate, Mezzanine Certificate, Class CE Certificate or Class P
Certificate, the amount designated "Initial Certificate Principal Balance" on
the face thereof.

                  "Initial Group I Mortgage Loan": Any of the Mortgage Loans
included in Loan Group I 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
$307,114,503.33.

                  "Initial Group II Mortgage Loan": Any of the Mortgage Loans
included in Loan Group II 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 $714,826,631.27.

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

                  "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 Master 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 Master
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.

                  "Interest Coverage Accounts": The Group I Interest Coverage
Account and the Group II Interest Coverage Account.

                  "Interest Coverage Amounts": The Group I Interest Coverage
Amount and the Group II Interest Coverage Amount.

                  "Interest Determination Date": With respect to the Class AV
Certificates and the Mezzanine Certificates and for each Accrual Period after
the first Accrual Period, the second LIBOR Business Day preceding the
commencement of such Accrual Period.

                  "Interest Distributable Amount": With respect to any
Distribution Date and either Class of Class A Certificates and the Class S
Certificates, the sum of (i) the Monthly Interest Distributable Amount for such
Class for such Distribution Date and (ii) the Unpaid Interest Shortfall Amount,
if any, for such Class for such Distribution Date. With respect to any
Distribution Date and any Class of Mezzanine Certificates, the Monthly Interest
Distributable Amount for such Class for such Distribution Date, net of amounts
allocable to the Mezzanine Certificates pursuant to Section 1.03. With respect
to any Distribution Date and the Class CE Certificates, the sum of (i) the
Monthly Interest Distributable Amount for such Class for such Distribution Date
and (ii) the Unpaid Interest Shortfall Amount, if any, for such Class for such
Distribution Date, net of (x) an amount equal to the portion of Realized Losses
allocable to the Class CE Certificates, if any, pursuant to Section 1.03 and
Section 4.09 hereof and (y) any other amounts allocable to the Class CE
Certificates pursuant to Section 1.03.

                  "Interest Remittance Amount": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date allocable
to interest on the Mortgage Loans.

                  "Investment Account":  As defined in Section 3.06.

                  "Late Collections": With respect to any Mortgage Loan, all
amounts received subsequent to the


                                       12

<PAGE>



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 the first Accrual Period, 1.44% per
annum. With respect to each Accrual Period after the first Accrual Period, the
rate determined by the Trustee on the related Interest Determination Date on the
basis of the "Interest Settlement Rate" for U.S. dollar deposits of one-month
maturity set by the British Bankers' Association (the "BBA") as such rate
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest
Determination Date. With respect to any Interest Determination Date, if the
BBA's Interest Settlement Rate does not appear on Telerate Page 3750 as of 11:00
a.m. (London time) on such date, or if Telerate Page 3750 is not available on
such date, the Trustee will obtain such from Reuters Monitor Money Rates Service
page "LIBOR01" or Bloomberg L.P. page "BBAM." If such rate is not published for
such Interest Determination Date, LIBOR for such date will be the most recently
published Interest Settlement Rate. In the event that the BBA no longer sets an
Interest Settlement Rate, the Guarantor will designate an alternative index that
has performed, or that the Guarantor expects to perform, in a manner
substantially similar to the BBA's Interest Settlement Rate. The Guarantor will
select a particular index as the alternative index only if it receives an
Opinion of Counsel that the selection of such index will not cause any REMIC to
lose its classification as a REMIC for federal income tax purposes.

                  "LIBOR Business Day": Any day on which banks in London,
England or 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 Master 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 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, Section 3.12, Section
3.16 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 3.13, Section 3.16 or Section 10.01.

                  "Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Master Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage
Loan 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 3.12, Section 3.13, Section 3.16
or Section 10.01.

                  "Liquidation Report": The report referred to in Section
4.05(c) which shall be substantially in the form attached hereto as Exhibit K.

                  "Loan Data Reporting Date": With respect to any Distribution
Date, four Business Days after the related Determination Date.

                  "Loan Data Remittance Report": As defined in Section 4.06(a).

                  "Loan Group": 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 having


                                       13

<PAGE>



been assigned to Loan Group I.

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

                  "Loan-to-Value Ratio": As of any date and 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.

                  "Losses":  As defined in Section 9.03.

                  "Loss Mitigation Action Plan": The policies and procedures set
forth in Exhibit G hereto relating to the realization on delinquent Mortgage
Loans, which are incorporated by reference into this Agreement and shall be
deemed a part hereof.

                  "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 Fund
against any loss, cost or liability resulting from the failure to deliver the
original Mortgage Note in the form of Exhibit F hereto.

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

                  "Marker Rate": With respect to the Class CE Certificates and
any Distribution Date, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC 3 Pass-Through Rates for the REMIC 3 Regular
Interests (other than REMIC 3 Regular Interest LT3-AA, REMIC 3 Regular Interest
LT3-S and REMIC 3 Regular Interest LT3-P), with the rate on the REMIC 3 Regular
Interests subject to a cap equal to the related Pass- Through Rate (in the case
of REMIC 3 Regular Interest LT3-AF1) or the related Formula Rate (in the case of
REMIC 3 Regular Interest LT3-AV1, REMIC 3 Regular Interest LT3-M1 and REMIC 3
Regular Interest LT3-M2) for the purpose of this calculation for such
Distribution Date and with the rate on REMIC 3 Regular Interest LT3-ZZ subject
to a cap of zero for the purpose of this calculation; provided, however, that
calculations of the Uncertificated REMIC 3 Pass-Through Rate with respect to
REMIC 3 Regular Interest LT3-AV1, REMIC 3 Regular Interest LT3-M1 and REMIC 3
Regular Interest LT3-M2 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.

                  "Master Servicer": Ameriquest Mortgage Company, a Delaware
corporation, or any successor Master Servicer appointed as herein provided, in
its capacity as Master Servicer hereunder.

                  "Master Servicer Affiliate": A Person (i) controlling,
controlled by or under common control with the Master Servicer or which is 50%
or more owned by the Master Servicer and (ii) which is qualified to service
residential mortgage loans.

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

                  "Master Servicer Prepayment Charge Payment Amount": The
amounts payable by the Master Servicer pursuant to Section 2.03(e) in respect of
any waived (or, with respect to subsequent changes of law, any unenforceable)
Prepayment Charges.


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



                                       14

<PAGE>



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

                  "Maximum Cap Rate": For any Distribution Date with respect to
the Class AV Certificates, a per annum rate equal to the product of (x) the
average of the Adjusted Net Maximum Mortgage Rates of the Group II Mortgage
Loans, weighted on the basis of the outstanding Principal Balances of the Group
II 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, less the sum of (A) the product of (x) the Guarantee Fee Rate multiplied
by a fraction, the numerator of which is the aggregate Certificate Principal
Balance of the Class AV Certificates immediately prior to such Distribution Date
and the denominator of which is the outstanding Principal Balance of the Group
II Mortgage Loans plus any amount remaining on deposit in the Group II
Pre-Funding Account (exclusive of any investment income therein) 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 and (B) the product
of (x) the Pass-Through Rate for the Class S Certificates for such Distribution
Date multiplied by a fraction, the numerator of which is the Notional Amount of
the Class S Certificates immediately prior to such Distribution Date and the
denominator of which is the sum 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 any amount remaining in the Pre-Funding Accounts
(exclusive of any investment income therein) 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 with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) the 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, less the sum of (A) the product
of (x) the Guarantee Fee Rate multiplied by a fraction, the numerator of which
is the aggregate Certificate Principal Balance of the Class A Certificates
immediately prior to such Distribution Date and the denominator of which is the
outstanding Principal Balance of the Mortgage Loans plus any amount remaining on
deposit in the Pre-Funding Accounts (exclusive of any investment income therein)
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 and (B) the
product of (x) the Pass-Through Rate for the Class S Certificates for such
Distribution Date multiplied by a fraction, the numerator of which is the
Notional Amount of the Class S Certificates immediately prior to such
Distribution Date and the denominator of which is the sum 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 any amount remaining in the
Pre-Funding Accounts (exclusive of any investment income therein) 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.

                  "Maximum Collateral Amount": The sum of (i) the aggregate of
the Cut-off Date Principal Balances of the Initial Mortgage Loans and (ii) the
amount on deposit in the Pre-Funding Accounts on the Closing Date.

                  "Maximum LT3-ZZ Uncertificated Accrued Interest Deferral
Amount": With respect to any Distribution Date, the excess of (a) accrued
interest at the Uncertificated REMIC 3 Pass-Through Rate applicable to REMIC 3
Regular Interest LT3-ZZ for such Distribution Date on a balance equal to the
Uncertificated Principal Balance of REMIC 3 Regular Interest LT3-ZZ minus the
REMIC 3 Overcollateralized Amount, in each case for such Distribution Date, over
(b) Uncertificated Accrued Interest on REMIC 3 Regular Interest LT3-AF1, REMIC 3
Regular Interest LT3- AV1, REMIC 3 Regular Interest LT3-M1 and REMIC 3 Regular
Interest LT3-M2, with the rate on each such REMIC 3 Regular Interest subject to
a cap equal to the related Pass-Through Rate (in the case of REMIC 3 Regular
Interest LT3- AF1) or the related Formula Rate (in the case of REMIC 3 Regular
Interest LT3-AV1, REMIC 3 Regular Interest LT3- M1 and REMIC 3 Regular Interest
LT3-M2) for the purpose of this calculation; provided, however, that
calculations of the rate with respect to Uncertificated REMIC 3 Regular Interest
LT3-AV1, REMIC 3 Regular Interest LT3-M1 and REMIC 3 Regular Interest LT3-M2
shall be multiplied by a fraction, the numerator of which is the actual number
of days


                                       15

<PAGE>



in the Accrual Period and the denominator of which is 30.

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

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

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

                  "Modified Mortgage Loan": A Mortgage Loan that has been
modified as a result of an agreement with the Mortgagor that has modified the
Mortgagor's obligations.

                  "Monthly Interest Distributable Amount": With respect to the
Class A Certificates, the Mezzanine Certificates, the Class S Certificates and
the Class CE 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 S
Certificates and Class CE Certificates) of such Class immediately prior to such
Distribution Date, plus (in the case of each Class of Class A Certificates),
solely for federal income tax purposes, the amount of the Excess Group Net WAC
Rate Amount, if any, for such Class for such Distribution Date, and reduced (to
not less than zero), in the case of each class of Class A Certificates, by the
amount of the Excess Pool Net WAC Rate Amount, if any, for such Class for such
Distribution Date. Notwithstanding the foregoing, for federal income tax
purposes and under the REMIC Provisions, the Monthly Interest Distributable
Amount for the Class S Certificates and any Distribution Date will be deemed to
be the Uncertificated Accrued Interest for REMIC 3 Regular Interest LT3-S 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 Master Servicer pursuant to Section 3.01; 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, Section 2.03(c) or Section 2.08 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, a form of which is attached as
Exhibit E.

                  "Mortgage Loan Sample":  As defined in Section 3.21(c).

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in REMIC 1 on such date, attached hereto as Schedule 1, as
supplemented by each schedule of Subsequent Mortgage Loans attached to a


                                       16

<PAGE>



Subsequent Transfer Instrument which, as of the Closing Date, shall conform to
the Mortgage Loan Schedule as provided to the Guarantor in electronic format
prior to the Closing Date. The Mortgage Loan Schedule shall be prepared by the
Seller and shall set forth the following information with respect to each
Mortgage Loan:

                  (1)      the Seller's Mortgage Loan identifying number;

                  (2)      the name of the Mortgagor;

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

                  (4)      the occupancy status (as represented by the borrower)
                           of the Mortgaged Property at origination;

                  (5)      the type of residential dwelling constituting the
                           Mortgaged Property;

                  (6)      the date of origination;

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

                  (8)      the first Due Date;

                  (9)      the stated maturity date;

                  (10)     the original months to maturity;

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

                  (12)     the stated remaining months to maturity as of the
                           applicable Cut-off Date;

                  (13)     the Stated Principal Balance of the Mortgage Loan as
                           of the applicable Cut-off Date;

                  (14)     the current Mortgage Rate of the Mortgage Loan as of
                           the applicable Cut-off Date;

                  (15)     the current principal and interest payment of the
                           Mortgage Loan as of the applicable Cut-off Date;

                  (16)     the interest "paid to date" of the Mortgage Loan as
                           of the applicable Cut-off Date;

                  (17)     the delinquency status of the Mortgage Loan as of the
                           applicable Cut-off Date;

                  (18)     a code indicating whether the Mortgage Loan is a
                           Group I Mortgage Loan or a Group II Mortgage Loan;

                  (19)     a code indicating the Index that is associated with
                           such Mortgage Loan (if such Mortgage Loan is a Group
                           II Mortgage Loan);

                  (20)     the Gross Margin (if such Mortgage Loan is a Group II
                           Mortgage Loan);

                  (21)     the Periodic Rate Cap for the initial Adjustment Date
                           (if such Mortgage Loan is a Group II Mortgage Loan);

                  (22)     the Minimum Mortgage Rate (if such Mortgage Loan is a
                           Group II Mortgage Loan);


                                       17

<PAGE>



                  (23)     the Maximum Mortgage Rate (if such Mortgage Loan is a
                           Group II Mortgage Loan);

                  (24)     the Periodic Rate Cap for each Adjustment Date after
                           the initial Adjustment Date (if such Mortgage Loan is
                           a Group II Mortgage Loan);

                  (25)     the first Adjustment Date immediately following the
                           applicable Cut-off Date (if such Mortgage Loan is a
                           Group II Mortgage Loan);

                  (26)     the rate adjustment frequency (if such Mortgage Loan
                           is a Group II Mortgage Loan);

                  (27)     the purpose of such Mortgage Loan (i.e., purchase,
                           refinance-debt consolidation cashout or
                           refinance-debt consolidation no cashout);

                  (28)     the Seller's credit grade assigned to the Mortgage
                           Loan;

                  (29)     the credit score ("FICO") of such Mortgage Loan;

                  (30)     the number of units;

                  (31)     the lien position of the Mortgage Loan;

                  (32)     the documentation type of the Mortgage Loan;

                  (33)     the number of years the related Prepayment Charge, if
                           any, is in effect; and

                  (34)     whether such Mortgage Loan is covered under the PMI
                           Policy and the amount of such coverage.

                  The Mortgage Loan Schedule shall set forth the following
information, as of the applicable Cut-off Date with respect to the Mortgage
Loans in the aggregate: (1) the number of Mortgage Loans (separately identifying
the number of Group I Mortgage Loans and the number of Group II Mortgage Loans);
(2) the current Principal Balance of the Mortgage Loans; (3) the weighted
average Mortgage Rate of the Mortgage Loans in each Loan Group; and (4) the
weighted average maturity of the Mortgage Loans in each Loan Group. The Mortgage
Loan Schedule shall be amended from time to time by the Master Servicer in
accordance with the provisions of this Agreement and a copy of each related
amendment shall be furnished by the Master Servicer to the NIMS Insurer and the
Guarantor. With respect to any Subsequent Mortgage Loan or 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
Schedule 1 from time to time, and any REO Properties acquired in respect
thereof.

                  "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) in
the case of each Group I Mortgage Loan shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the applicable Cut-off Date and (ii) in the case of each Group II
Mortgage Loan (A) as of any date of determination until the first Adjustment
Date following the applicable Cut-off Date shall be the rate set forth in the
Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the
Cut- off Date and (B) as of any date of determination thereafter shall be the
rate as adjusted (subject to rounding) on the most recent Adjustment Date, to
equal the sum, 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.


                                       18

<PAGE>



With respect to each Mortgage Loan that becomes an REO Property, as of any date
of determination, the annual rate determined in accordance with the immediately
preceding sentence as of the date such Mortgage Loan became an REO Property.

                  "Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
(excluding for purposes of construing the representations or warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered
by the appraiser in determining the value of such Mortgaged Property).

                  "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 any
Distribution Date, the sum of (i) any Overcollateralization Release Amount for
such Distribution Date and (ii) the excess of (x) the Available Funds for such
Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly
Interest Distributable Amounts distributable to the holders of the Class A
Certificates, the Mezzanine Certificates and the Class S Certificates, (B) the
Unpaid Interest Shortfall Amounts for the Class A Certificates and the Class S
Certificates, (C) the Principal Remittance Amount, (D) the Guarantee Fee and (E)
the Guarantor Reimbursement 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 WAC Rate": For any Distribution Date with respect to the
Class AF Certificates, a per annum rate equal to the Adjusted Net Mortgage Rates
of the Group I Mortgage Loans, weighted on the basis of the outstanding
Principal Balances of the Group I Mortgage Loans as of the first day of the
month preceding the month of such Distribution Date, less the sum of (A) the
Guarantee Fee Rate multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class AF Certificates immediately
prior to such Distribution Date and the denominator of which is the outstanding
Principal Balance of the Group I Mortgage Loans plus any amount remaining on
deposit in the Group I Pre-Funding Account (exclusive of any investment income
therein) as of the first day of the month preceding the month of such
Distribution Date and (B) the Pass-Through Rate for the Class S Certificates for
such Distribution Date multiplied by a fraction, the numerator of which is the
Notional Amount of the Class S Certificates immediately prior to such
Distribution Date and the denominator of which is the sum 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 any amount remaining in the
Pre-Funding Accounts (exclusive of any investment income therein) as of the
first day of the month preceding the month of such Distribution Date.

                  For any Distribution Date with respect to the Class AV
Certificates, a per annum rate equal to the product of (x) the Adjusted Net
Mortgage Rates of the Group II Mortgage Loans, weighted on the basis of the
outstanding Principal Balances of the Group II 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, less the sum of (A)
the product of (x) the Guarantee Fee Rate multiplied by a fraction, the
numerator of which is the aggregate Certificate Principal Balance of the Class
AV Certificates immediately prior to such Distribution Date and the denominator
of which is the outstanding Principal Balance of the Group II Mortgage Loans
plus any amount remaining on deposit in the Group II Pre-Funding Account
(exclusive of any investment income therein) 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 and (B) the product of (x) the Pass-Through Rate
for the Class S Certificates for such Distribution Date


                                       19

<PAGE>



multiplied by a fraction, the numerator of which is the Notional Amount of the
Class S Certificates immediately prior to such Distribution Date and the
denominator of which is the sum 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 any amount remaining in the Pre-Funding Accounts
(exclusive of any investment income therein) 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 with respect to the Mezzanine
Certificates, a per annum rate equal to the product of (x) 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, less the sum of (A) the product of (x) the
Guarantee Fee Rate multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A Certificates immediately
prior to such Distribution Date and the denominator of which is the outstanding
Principal Balance of the Mortgage Loans plus any amount remaining on deposit in
the Pre-Funding Accounts (exclusive of any investment income therein) 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 and (B) the product
of (x) the Pass-Through Rate for the Class S Certificates for such Distribution
Date multiplied by a fraction, the numerator of which is the Notional Amount of
the Class S Certificates immediately prior to such Distribution Date and the
denominator of which is the sum 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 any amount remaining in the Pre-Funding Accounts
(exclusive of any investment income therein) 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 with respect to the Class S
Certificates and REMIC 3 Regular Interest LT3- S, a per annum rate equal to 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, less the Guarantee Fee Rate
multiplied by a fraction, the numerator of which is the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date and the denominator of which is the outstanding Principal
Balance of the Mortgage Loans plus any amount remaining on deposit in the Pre-
Funding Accounts (exclusive of any investment income therein) as of the first
day of the month preceding the month of such Distribution Date.

                  "Net WAC Rate Carryover Amount": With respect to any
Distribution Date on which the Pass- Through Rate for the Class A Certificates,
the Mezzanine Certificates or the Class S Certificates is the Net WAC Rate, the
sum of (A) the excess of (i) the amount of interest such Certificates would have
accrued for such Distribution Date had such Pass-Through Rate been calculated at
the applicable fixed rate (in the case of the Class AF Certificates and the
Class S Certificates) or the Formula Rate (in the case of the Class AV
Certificates and the Mezzanine Certificates), over (ii) the amount of interest
accrued on such Certificates at the related Net WAC Rate for such Distribution
Date and (B) the Net WAC Rate Carryover Amount for such Certificates for the
previous Distribution Date, to the extent not paid on such previous Distribution
Date, together with interest on such sum at a rate equal to the applicable fixed
rate (in the case of the Class AF Certificates and the Class S Certificates) or
the Formula Rate (in the case of the Class AV Certificates and the Mezzanine
Certificates), in each case for the Accrual Period for the current Distribution
Date.

                  "Net WAC Rate Carryover Reserve Account": The Net WAC Rate
Carryover Reserve Account established and maintained pursuant to Section 4.12.

                  "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
Fund if the Trust Fund has the right to renegotiate the terms of such lease.

                  "NIMS Insurer": Any insurer that guarantees certain payments
under notes secured by collateral which includes, among other things, the Class
CE Certificates, the Class P Certificates and the Class R Certificates;
provided,


                                       20

<PAGE>



however the NIMS Insurer is not and will not be an Affiliate of the Depositor.

                  "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 Master 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 S Certificates, an amount equal to the Uncertificated
Principal Balance of REMIC 3 Regular Interest LT3-S immediately prior to such
Distribution Date. Immediately prior to any Distribution Date, with respect to
the Class CE Certificates, the aggregate Uncertificated Principal Balance of the
REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LT3-S)
immediately prior to such Distribution Date.

                  "Offering Circular": The Offering Circular Supplement dated
November 22, 2002, together with the Offering Circular dated December 1, 1999,
relating to Freddie Mac's Structured Pass-Through Certificates, Series T-053.

                  "Officers' Certificate": With respect to the Depositor, 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. With
respect to the Master Servicer, any officer or agent who is authorized to act
for the Master Servicer, initially including those individuals whose names
appear on the list of authorized officers delivered to the Trustee and the
Guarantor on the Closing Date.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be a salaried counsel for the Depositor or the Master
Servicer, acceptable to the Trustee and the Guarantor, 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 Distribution Date following
the date on which the remaining aggregate Stated Principal Balance of the
Mortgage Loans is equal to or less than 10% of the Maximum Collateral Amount.

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

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

                  "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 Basic Principal Distribution
Amount on such Distribution Date).

                  "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, 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.

                  "Overcollateralization Step-up Trigger Event": With respect to
a Distribution Date, the occurrence on such Distribution Date of either of the
following: (i) the Cumulative Loss Step-up Trigger or (ii) the Delinquency
Step-up Trigger.

                  "Overcollateralization Target Amount": With respect to any
Distribution Date, an amount determined as follows:


                                       21

<PAGE>



                  (i) with respect to any Distribution Date occurring prior to
the Stepdown Date, an amount equal to 0.75% of the Maximum Collateral Amount;

                  (ii) with respect to any Distribution Date occurring on or
after the Stepdown Date if an Overcollateralization Step-up Trigger Event has
not occurred for such Distribution Date, an amount equal to the greater of (x)
1.50% of the Pool Balance, 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 (y) 0.50% of the Maximum Collateral Amount; or

                  (iii) with respect to any Distribution Date occurring on or
after a Stepdown Date if an Overcollateralization Step-up Trigger Event has
occurred for such Distribution Date, an amount equal to the lesser of (x) the
greater of (i) 3.00% of the Pool Balance, 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 (ii) 0.50% of the Maximum Collateral Amount and
(y) 0.75% of the Maximum Collateral Amount;

                  Notwithstanding the foregoing, at the sole and absolute
discretion of the Guarantor (with the confirmation of the Rating Agencies), the
Overcollateralization Target Amount for any Distribution Date may be reduced to
an amount less than the Overcollateralization Target Amount that would otherwise
be in effect as determined above.

                  "Overcollateralized Amount": For any Distribution Date, the
amount, equal to (i) the Pool Balance (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) plus any amount remaining in the Pre-Funding Accounts minus
(ii) 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 all amounts distributable and allocable to
principal on the Class A Certificates, the Mezzanine Certificates and the Class
P Certificates 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": As to any Distribution Date and with
respect to:

                  (i) the Class AF Certificates, the lesser of (x) on and prior
to the Optional Termination Date, 4.55% per annum and, after the Optional
Termination Date, 5.05% per annum and (y) the related Net WAC Rate for such
Distribution Date; provided, however, solely for federal income tax purposes,
the related Net WAC Rate for purposes hereof shall mean the Pool Net WAC Rate;

                  (ii) the Class AV Certificates and the Mezzanine Certificates,
the lesser of (x) the related Formula Rate for such Distribution Date and (y)
the related Net WAC Rate for such Distribution Date; provided, however, solely
for federal income tax purposes, the Net WAC Rate for purposes hereof shall mean
the Pool Net WAC Rate;

                  (iii) the Class S Certificates, a per annum rate equal to the
lesser of (A) 6.50% for each Accrual Period for the 1st Distribution Date
through the 30th Distribution Date and 0.00% thereafter and (B) the related Net
WAC Rate for such Distribution Date; provided, however, solely for federal
income tax purposes, under the REMIC Provisions, (A) the Class S Certificates
will not have a Pass-Through Rate, (B) the Monthly Interest Distributable Amount
for the Class S Certificates and any Distribution Date will be deemed to be the
Uncertificated Accrued Interest for REMIC 3 Regular Interest LT3-S for such
Distribution Date and (C) the Interest Distributable Amount for the Class S
Certificates and any Distribution Date will be deemed to be 100% of the amount
distributed on REMIC 3 Regular Interest LT3-S for such Distribution Date; and

                  (iv) the Class CE Certificates, a per annum rate equal to the
percentage equivalent of a fraction,


                                       22

<PAGE>



the numerator of which is the sum of the amounts calculated pursuant to clauses
(A) through (G) below, and the denominator of which is the Uncertificated
Principal Balance of the REMIC 3 Regular Interests. For purposes of calculating
the Pass-Through Rate for the Class CE Certificates, the numerator is equal to
the sum of the following components:

                  (A) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
         Regular Interest LT3-AA minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 3 Regular
         Interest LT3-AA;

                  (B) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
         Regular Interest LT3-AF1 minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 3 Regular
         Interest LT3-AF1;

                  (C) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
         Regular Interest LT3-AV1 minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 3 Regular
         Interest LT3-AV1;

                  (D) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
         Regular Interest LT3-M1 minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 3 Regular
         Interest LT3-M1;

                  (E) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
         Regular Interest LT3-M2 minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 3 Regular
         Interest LT3-M2;

                  (F) the Uncertificated REMIC 3 Pass-Through Rate for REMIC 3
         Regular Interest LT3-ZZ minus the Marker Rate, applied to an amount
         equal to the Uncertificated Principal Balance of REMIC 3 Regular
         Interest LT3-ZZ; and

                  (G) 100% of the interest on REMIC 3 Regular Interest LT3-P.

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

                  "Percentage Interest": With respect to any Certificate (other
than a Class R Certificate), a fraction, expressed as a percentage, the
numerator of which is the Initial Certificate Principal Balance or Notional
Amount represented by such Certificate and the denominator of which is the
Original Class Certificate Principal Balance or initial Notional Amount of the
related Class. With respect to a Class R 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%.

                  "Periodic Rate Cap": With respect to each Group II 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 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 Master 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, Freddie Mac
         senior debt obligations, but excluding any of such securities whose
         terms do not provide for payment of a fixed dollar amount upon maturity
         or call for


                                       23

<PAGE>



         redemption;

                  (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 its ultimate parent has a short-term uninsured debt
         rating in the highest available rating category of S&P, the highest
         available rating category of Moody's, if rated by Moody's and the
         highest rating category of Fitch, if rated by Fitch, and provided that
         each such investment has an original maturity of no more than 365 days;
         (B) any other demand or time deposit or deposit which is fully insured
         by the FDIC; and (C) short-term Freddie Mac participation certificates
         and other short-term Freddie Mac guaranteed mortgage-backed securities;

                  (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 A-1+ or higher by S&P, rated P-1 or higher by Moody's
         and rated F-1+ or higher by Fitch, 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 or (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;

                  (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 registered under the
         Investment Company Act of 1940 including funds managed or advised by
         the Trustee or an affiliate thereof having a rating by S&P of "AAA" or
         higher if rated by S&P, a rating by Fitch of "AAA" or higher if rated
         by Fitch and a rating by Moody's of "Aaa," "Aa1" or "Aa2"; and

                  (vii) if previously confirmed in writing to the Trustee and
         the Rating Agencies and consented to by the NIMS Insurer, any other
         demand, money market or time deposit, or any other obligation, security
         or investment, as may be acceptable to the Guarantor; 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, partnership, limited
liability company, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.


                                       24

<PAGE>



                  "PMI Insurer": Mortgage Guaranty Insurance Corporation, a
Wisconsin stock insurance corporation, or its successors in interest.

                  "PMI Insurer Fee": The amount payable to the PMI Insurer on
each Distribution Date, which amount shall equal the PMI Insurer Fee Rate
accrued on 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 advanced)
plus any applicable premium taxes on PMI Mortgage Loans located in West Virginia
and Kentucky.

                  "PMI Insurer Fee Rate": 1.29% per annum.

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

                  "PMI Policy": The Mortgage Guaranty Master Policy (#71-70035
(10/96)) with respect to the PMI Mortgage Loans, including all endorsements
thereto dated the Closing Date, issued by the PMI Insurer and the Terms Letter,
dated December 4, 2002, among the PMI Insurer, the Master Servicer and the
Trustee.

                  "Pool Balance": As of any date, the aggregate of the Principal
Balances of all Mortgage Loans in both Loan Groups as of such date and any
amounts on deposit in the Pre-Funding Accounts.

                  "Pool Net WAC Rate": A per annum rate (not less than zero)
equal to the weighted average of:

                  (a) the Uncertificated REMIC 2 Pass-Through Rate with respect
         to REMIC 2 Regular Interest LT2-A for such Distribution Date weighted
         on the basis of the Uncertificated Principal Balance of REMIC 2 Regular
         Interest LT2-A;

                  (b) the excess of (i) the Uncertificated REMIC 2 Pass-Through
         Rate with respect to REMIC 2 Regular Interest LT2-B for such
         Distribution Date over (ii) 6.50% for the 1st Distribution Date through
         the 30th Distribution Date and 0.00% thereafter, weighted on the basis
         of the Uncertificated Principal Balance of REMIC 2 Regular Interest
         LT2-B; and

                  (c) the Uncertificated REMIC 2 Pass-Through Rate with respect
         to REMIC 2 Regular Interest LT2-P for such Distribution Date weighted
         on the basis of the Uncertificated Principal Balance of REMIC 2 Regular
         Interest LT2-P.

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

                  "Prepayment Assumption": As defined in the Information
Circular.

                  "Prepayment Charge": With respect to any Prepayment Period,
any premium, fee or charge payable by the Mortgagor in connection with any
Principal Prepayment pursuant to the terms of the related Mortgage Note as from
time to time held as a part of the Trust Fund, the Prepayment Charges so held
being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).

                  "Prepayment Charge Schedule": As of any date, the list of
Prepayment Charges included in the Trust Fund on such date, attached hereto as
Schedule 2 (including the Prepayment Charge Summary attached thereto) as
supplemented by each schedule of Subsequent Mortgage Loans which by their terms
have Prepayment Charges. The Prepayment Charge Schedule shall set forth the
following information with respect to each Prepayment Charge:

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

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


                                       25

<PAGE>



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

                  (iv)     the term of the related Prepayment Charge;

                  (v)      the original Principal Balance of the related
                           Mortgage Loans; and

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

                  The Prepayment Charge Schedule shall be amended from time to
time by the Master Servicer in accordance with the provisions of this Agreement
and a copy of each related amendment shall be furnished by the Master Servicer
to the NIMS Insurer, the Guarantor and the Rating Agencies.

                  "Prepayment Interest Excess": With respect to any Distribution
Date, for each Mortgage Loan that was the subject of a Principal Prepayment
during the portion of the related Prepayment Period occurring between the first
day of the calendar month in which such Distribution Date occurs 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 last date through which interest is collected from
the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv).

                  "Prepayment Interest Shortfall": With respect to any
Distribution Date, for each Mortgage Loan that was the subject of a Principal
Prepayment 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 day after the last
date through which interest is collected from the related Mortgagor and ending
on the last day of the calendar month preceding such Distribution Date. The
obligations of the Master Servicer in respect of any Prepayment Interest
Shortfall are set forth in Section 4.04(e).

                  "Prepayment Period": With respect to any Distribution Date,
the period commencing on the day after the Determination Date in the calendar
month preceding the 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 in the calendar month in which such Distribution Date
occurs.

                  "Prime Rate": The prime rate of United States money center
commercial banks as published in THE WALL STREET JOURNAL.

                  "Principal Balance": As to any Mortgage Loan and any day,
other than a Liquidated Mortgage Loan, the related Cut-off Date Principal
Balance, minus all collections credited against the 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 Distribution Amount": With respect to any
Distribution Date, the sum of (i) the Basic Principal Distribution Amount for
such Distribution Date and (ii) the Extra Principal Distribution Amount for such
Distribution Date.

                  "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
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.


                                       26

<PAGE>



                  "Principal Remittance Amount": With respect to any
Distribution Date, the sum of (i) each scheduled payment of principal collected
or advanced on the Mortgage Loans by the Master Servicer that were due during
the related Due Period, (ii) the principal portion of all partial and full
principal prepayments of the Mortgage Loans applied by the Master Servicer
during the related Prepayment Period, (iii) the principal portion of all Net
Liquidation Proceeds and Insurance Proceeds received during the related
Prepayment Period, (iv) that portion of the Purchase Price, representing
principal of any repurchased Mortgage Loan, required to be deposited to the
Collection Account during the related Prepayment Period, (v) the principal
portion of any Substitution Adjustments deposited in the Collection Account
during the related Prepayment Period, (vi) with respect to the Distribution Date
immediately following the end of the Funding Period, any amounts in the
Pre-Funding Accounts after giving effect to any purchase of Subsequent Mortgage
Loans and (vii) 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 Mortgage Loans.

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03, 3.16 or
10.01, and as confirmed by an Officers' Certificate from the Master Servicer to
the Trustee, an amount equal to the sum of (i) 100% of the Principal 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 Master Servicer, which payment or advance had as
of the date of purchase been distributed pursuant to Section 4.01, through the
end of the calendar month in which the purchase is to be effected, and (y) an
REO Property, the sum of (1) accrued interest on such 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 Master Servicer through the end of the calendar month immediately preceding
the calendar month in which such REO Property was acquired, plus (2) REO Imputed
Interest for such REO Property for each calendar month commencing with the
calendar month in which such REO Property was acquired and ending with the
calendar month in which such purchase is to be effected, 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 3.13 and (v) in the case
of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses
reasonably incurred or to be incurred by the Master Servicer, the Guarantor, the
NIMS Insurer or the Trustee in respect of the breach or defect giving rise to
the purchase obligation.

                  "Qualified Insurer": Any insurance company acceptable to the
Guarantor.

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance (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 the Mortgage Rate on the Deleted Mortgage Loan and not more than
1% in excess of the Mortgage Rate of the Deleted Mortgage Loan, (iii) if a Group
II Mortgage Loan, have a Maximum Mortgage Rate not less than and not more than
1% in excess of the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if
a Group II Mortgage Loan, have a Minimum Mortgage Rate not less than and not
more than 1% in excess of the Minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) if a Group II Mortgage Loan, have a Gross Margin equal to or greater
than the Gross Margin of the Deleted Mortgage Loan, (vi) if a Group II Mortgage
Loan, have a next Adjustment Date not more than two months later than the next
Adjustment Date on the Deleted Mortgage Loan, have the same Index as the Deleted
Mortgage Loan and have the same Adjustment Date frequency after the first
Adjustment Date as the Deleted Mortgage Loan (vii) have a remaining term to
maturity not greater than (and not more than one year less than) that of the
Deleted Mortgage Loan, (viii) be current as of the date of substitution and have
not been 30 or more days delinquent since origination, (ix) have an original
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
original Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x)
have a risk grading determined by the Seller at


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<PAGE>



least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi) have
been reunderwritten by the Seller (in its capacity as originator) in accordance
with the same underwriting criteria and guidelines as the Deleted Mortgage Loan,
(xii) conform to each representation and warranty set forth in Section 2.04
hereof applicable to the Deleted Mortgage Loan, (xiii) have an original
Principal Balance within the dollar amount limits prescribed by Freddie Mac for
conforming one- to four-family mortgage loans, (xiv) be covered by the PMI
Policy if the Deleted Mortgage Loan was covered by the PMI Policy, (xv) have a
Prepayment Charge at least equal to the Prepayment Charge in the Deleted
Mortgage Loan and (xvi) be approved by the Guarantor. In the event that one or
more mortgage loans are substituted for one or more Deleted Mortgage Loans, the
amounts described in clause (i) hereof shall be determined on the basis of
aggregate principal balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the risk
gradings described in clause (x) hereof shall be satisfied as to each such
mortgage loan, the terms described in clause (vii) hereof shall be determined on
the basis of weighted average remaining term to maturity, the original
Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to
each such mortgage loan and, except to the extent otherwise provided in this
sentence, the representations and warranties described in clause (xii) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.

                  Notwithstanding the foregoing, within 90 days following the
Startup Day, the Depositor, with the consent of the Guarantor, shall be
permitted to substitute (1) Mortgage Loans with a Principal Balance not to
exceed 10.00% of the sum of the Cut-off Date Principal Balance of the Initial
Mortgage Loans and the Original Pre-Funded Amounts and (2) any Mortgage Loan
rejected by the Guarantor in its due diligence review. In the case of (1) and
(2) above, such substitution shall be effected in accordance with Section 2.03
and Section 2.08.

                  "Rating Agency or Rating Agencies": Fitch, 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 and
acceptable to the Guarantor, notice of which designation shall be given to the
Trustee and Master 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 AV Certificates
and the Mezzanine Certificates, the close of business on the Business Day
immediately preceding the related Distribution Date and (ii) the Class AF
Certificates, the Class S Certificates, the Class CE Certificates, the Class P
Certificates, the Class R Certificates and any Book-Entry Certificate which
becomes a Definitive Certificate, the close of business on the last Business Day
of the calendar month preceding the month in which the related Distribution Date
occurs.

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

                  "Regular Interest": A "regular interest" within the meaning of
Section 860G of the Code.

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

                  "Relief Act Interest Shortfall": With respect to any
Distribution Date, for any Mortgage Loan as 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.



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<PAGE>



                  "REMIC 1": The segregated pool of assets subject hereto,
constituting the primary trust created hereby and to be administered hereunder,
with respect to a portion of which a REMIC election is to be made, such trust
consisting of: (i) such Mortgage Loans as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof (excluding all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date), (ii) any related 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) relating to the Mortgage Loans, (v) the
obligations of the Guarantor to the Holders of the Guaranteed Certificates under
the Guarantee and (vi) the Collection Account, the Distribution Account and any
REO Account and such assets that are deposited therein from time to time (other
than amounts therein representing any Master Servicer Prepayment Charge Payment
Amount, the Pre-Funding Accounts, the Interest Coverage Accounts, the Net WAC
Rate Carryover Reserve Account, the Excess Net WAC Rate Reserve Account and any
Subsequent Mortgage Loan Interest).

                  "REMIC 1 Regular Interest LT1-A": 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 LT1-A
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 LT1-B": 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 LT1-B
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 LT1-C": 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 LT1-C
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 LT1-D": 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 LT1-D
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 LT1-P": 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 LT1-P
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 Interests": REMIC 1 Regular Interest LT1-A,
REMIC 1 Regular Interest LT1-B, REMIC 1 Regular Interest LT1-C, REMIC 1 Regular
Interest LT1-D and REMIC 1 Regular Interest LT1-P.

                  "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 2, 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.



                                       29

<PAGE>



                  "REMIC 2 Regular Interest LT2-A": 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 LT2- A
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 LT2-B": 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 LT2- B
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 LT2-P": 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 LT2-P
shall be entitled to any Prepayment Charges relating to the Mortgage Loans
collected by the Master Servicer, shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to a distribution 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 LT2-A,
REMIC 2 Regular Interest LT2-B and REMIC 1 Regular Interest LT1-P.

                  "REMIC 3": The segregated pool of assets consisting of all of
the REMIC 2 Regular Interests and conveyed in trust to the Trustee, for the
benefit of REMIC 3, as holder of the REMIC 3 Regular Interests, and the Class R
Certificateholders, as holders 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.

                  "REMIC 3 Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the sum of 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 3 Pass- Through Rate for REMIC 3 Regular Interest
LT3-AA minus the Marker Rate, divided by (b) 12.

                  "REMIC 3 Overcollateralization Target Amount": 1% of the
Overcollateralization Target Amount.

                  "REMIC 3 Overcollateralized Amount": With respect to any date
of determination, (i) 1% of the aggregate Uncertificated Principal Balances of
the REMIC 3 Regular Interests minus (ii) the aggregate Uncertificated Principal
Balances of REMIC 3 Regular Interest LT3-AF1, REMIC 3 Regular Interest LT3-AV1,
REMIC 3 Regular Interest LT3-M1 and REMIC 3 Regular Interest LT3-M2, in each
case as of such date of determination.

                  "REMIC 3 Principal Loss Allocation Amount": With respect to
any Distribution Date, an amount equal to (a) the product of (i) the sum of 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)
1 minus a fraction, the numerator of which is two times the aggregate of the
Uncertificated Principal Balances of REMIC 3 Regular Interest LT- AF1, REMIC 3
Regular Interest LT3-AV1, REMIC 3 Regular Interest LT3-M1 and REMIC 3 Regular
Interest LT3-M2, and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 3 Regular Interest LT- AF1, REMIC 3
Regular Interest LT3-AV1, REMIC 3 Regular Interest LT3-M1, REMIC 3 Regular
Interest LT3-M2 and REMIC 2 Regular Interest LT3-ZZ.

                  "REMIC 3 Regular Interest LT3-AA": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-AA
shall accrue interest at the related Uncertificated REMIC 3 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.


                                       30

<PAGE>



                  "REMIC 3 Regular Interest LT3-AF1": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-AF1
shall accrue interest at the related Uncertificated REMIC 3 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 3 Regular Interest LT3-AV1": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-AV1
shall accrue interest at the related Uncertificated REMIC 3 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 3 Regular Interest LT3-M1": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-M1
shall accrue interest at the related Uncertificated REMIC 3 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 3 Regular Interest LT3-M2": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-M2
shall accrue interest at the related Uncertificated REMIC 3 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 3 Regular Interest LT3-P": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-P
shall be entitled to any Prepayment Charges relating to the Mortgage Loans
collected by the Master Servicer, shall accrue interest at the related
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall
be entitled to a distribution 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 3 Regular Interest LT3-S": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-S
shall accrue interest at the related Uncertificated REMIC 3 Pass-Through Rate on
its Uncertificated Notional Amount outstanding from time to time.

                  "REMIC 3 Regular Interest LT3-ZZ": One of the separate
non-certificated beneficial ownership interests in REMIC 3 issued hereunder and
designated as a Regular Interest in REMIC 3. REMIC 3 Regular Interest LT3-ZZ
shall accrue interest at the related Uncertificated REMIC 3 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 3 Regular Interests": REMIC 3 Regular Interest LT3-AA,
REMIC 3 Regular Interest LT3- AF1, REMIC 3 Regular Interest LT3-AV1, REMIC 3
Regular Interest LT3-M1, REMIC 3 Regular Interest LT3-M2, REMIC 3 Regular
Interest LT3-S, REMIC 3 Regular Interest LT3-P and REMIC 3 Regular Interest
LT3-ZZ.

                  "REMIC 4": The segregated pool of assets consisting of all of
the REMIC 3 Regular Interests and conveyed in trust to the Trustee, for the
benefit of REMIC 4, as holder of the Regular Certificates and the Class R
Certificateholders, as holders of the Class R-4 Interest, pursuant to Article II
hereunder, and all amounts deposited therein, with respect to which a separate
REMIC election is to be made.

                  "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


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<PAGE>



provisions, and regulations and rulings promulgated thereunder, as the foregoing
may be in effect from time to time.

                  "REO Account": The account or accounts maintained by the
Master Servicer in respect of an REO Property pursuant to Section 3.13(b).

                  "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 3.13 in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Master Servicer pursuant to Section 3.13 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 Master
Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.13.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit C attached hereto.

                  "Residential Dwelling": Any one of the following: (i) a
detached or attached one-family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a Freddie Mac eligible condominium
project, (iv) a manufactured home, or (v) a detached or attached one-family
dwelling in a planned unit development, none of which is a co-operative or
mobile home.

                  "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,
any director, any vice president, any assistant vice president, any associate,
any assistant secretary 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": Ameriquest Mortgage Company, a Delaware corporation
or its successor in interest, in its capacity as seller under the Mortgage Loan
Purchase Agreement.

                  "Servicing Advances": The customary and reasonable "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred by the Master 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 (including reasonable fees in connection therewith) and liquidation
of the REO Property and (iv) compliance with the obligations under Sections
3.01, 3.03, 3.08 and 3.13. The Master Servicer shall not be required to make any
Servicing Advance in


                                       32

<PAGE>



respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer, would not be ultimately recoverable from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO
Property as provided herein.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the 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
subservicer as permitted under Section 6.06 as its servicing compensation.

                  "Servicing Fee Rate": 0.50% per annum.

                  "Servicing Officer": Any officer of the Master 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 Master Servicer to the Trustee and the Depositor on the Closing
Date, as such list may from time to time be amended.

                  "Servicing Standard": Shall mean the standards set forth in
the first paragraph of Section 3.01.

                  "Servicing Transfer Costs": All reasonable costs and expenses
incurred by the Trustee in connection with the transfer of servicing from a
predecessor master 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 (as successor Master Servicer) to service the
Mortgage Loans in accordance with this Agreement.

                  "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 applicable 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 Master Servicer and distributed pursuant to Section
4.01 on or before such date of determination, (ii) all Principal Prepayments
received after the Cut-off Date, to the extent distributed pursuant to Section
4.01 on or before such date of determination, (iii) all Liquidation Proceeds and
Insurance Proceeds applied by the Master Servicer as recoveries of principal, 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 later to occur of (x) the Distribution
Date in July 2005 and (y) the first Distribution Date on which the Pool Balance
(after giving effect to the principal portion of Monthly Payments due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the


                                       33

<PAGE>



related Prepayment Period) is equal to or less than 50% of the Maximum
Collateral Amount.

                  "Subsequent Cut-off Date": With respect to any Subsequent
Mortgage Loans to be acquired by the Trust Fund on a Subsequent Transfer Date,
the Cut-off Date for those Subsequent Mortgage Loans, as determined pursuant to
the definition of Cut-off Date herein.

                  "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
(adjusted for payments of the Guarantee Fee and the Trustee Fee) with respect to
(i) a Subsequent Group I Mortgage Loan during the Due Periods relating to the
first two Distribution Dates in excess of 4.8906% per annum and (ii) a
Subsequent Group II Mortgage Loan during the Due Periods relating to the first
two Distribution Dates in excess of 4.8906% per annum. The Subsequent Mortgage
Loan Interest shall be distributable to the Class CE Certificates. The
Subsequent Mortgage Loan Interest shall not be an asset of any REMIC.

                  "Subsequent Mortgage Loan Purchase Agreement": The agreement
among 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 S, by which
Subsequent Mortgage Loans are transferred to the Trust Fund.

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

                  "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 on behalf of the Trust's REMICs in its capacity as a REMIC
under the REMIC Provisions, together with any and all other information reports
or returns that may be required to be furnished to the Certificateholders or
filed with the Internal Revenue Service or any other governmental taxing
authority under any applicable provisions of federal, state or local tax laws.

                  "Terminated REMIC":  As defined in Section 10.02.

                  "Termination Price":  As defined in Section 10.01(a) hereof.

                  "Terminator":  As defined in Section 10.01.

                  "Three-Month Rolling Delinquency Percentage": With respect to
any Distribution Date, the fraction, expressed as a percentage, the numerator of
which is (x) the sum (without duplication) of the aggregate of the Principal


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<PAGE>



Balances of all Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in
bankruptcy and 60 or more days Delinquent, (iii) in foreclosure and 60 or more
days Delinquent or (iv) REO Properties, and the denominator of which is (y) the
aggregate of the Principal Balances of the Mortgage Loans, in the case of both
(x) and (y), as of the close of business on the last Business Day of each of the
three most recent calendar months.

                  "Trigger Event": A Trigger Event has occurred with respect to
any Distribution Date if (i) the Delinquency Percentage exceeds 16.00% or (ii)
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
related Due Period and the denominator of which is the aggregate Stated
Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and the
Original Pre-Funded Amounts, exceeds the applicable percentages set forth below
with respect to such Distribution Date:



    DISTRIBUTION DATE OCCURRING IN              PERCENTAGE
    ------------------------------              ----------

January 2003 through December 2003                 1.50%
January 2004 through December 2004                 2.25%
January 2005 through December 2005                 2.85%
January 2006 through December 2006                 3.60%
January 2007 and thereafter                        4.25%

                  "Trust Fund": All of the assets of Ameriquest Mortgage
Securities Inc., Series 2002-D, which is the trust created hereunder consisting
of REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Net WAC Rate Carryover Reserve
Account, the Excess Net WAC Rate Reserve Account, the Pre- Funding Accounts, the
Trust Fund's rights in the Interest Coverage Accounts, the Master Servicer
Prepayment Charge Payment Amounts and any Subsequent Mortgage Loan Interest.

                  "Trust REMIC": Any of REMIC 1, REMIC 2, REMIC 3 and REMIC 4.

                  "Trustee": Deutsche Bank National Trust Company, 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,
multiplied by (ii) the aggregate Principal Balance of the Mortgage Loans and any
REO Properties and any amount in the Pre-Funding Accounts as of the second
preceding Due Date (or, in the case of the first Distribution Date, as of the
Cut-off Date), and (iii) the Trustee's entitlement to all income from the
investment of funds in the Distribution Account.

                  "Trustee Fee Rate": 0.0015% per annum.

                  "Trustee Remittance Report":  As defined in Section 4.05(a).

                  "Trustee Reporting Date": With respect to any Distribution
Date, the fifth Business Day prior to such Distribution Date.

                  "Uncertificated Accrued Interest": With respect to each
Uncertificated 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 or Uncertificated Notional Amount of such
Uncertificated REMIC Regular Interest. In each case, Uncertificated Accrued
Interest will be reduced by the amount of all shortfalls in respect of interest
deemed


                                       35

<PAGE>



allocated to the related Uncertificated REMIC Regular Interest pursuant to
Section 1.03 or Section 4.09.

                  "Uncertificated Notional Amount": With respect to REMIC 3
Regular Interest LT3-S and any date of determination, the Uncertificated
Principal Balance of REMIC 2 Regular Interest LT2-B for such Distribution Date.

                  "Uncertificated Pass-Through Rate": The Uncertificated REMIC 1
Pass-Through Rate, the Uncertificated REMIC 2 Pass-Through Rate and the
Undercertificated REMIC 3 Pass-Through Rate.

                  "Uncertificated Principal Balance": With respect to each
related Uncertificated REMIC Regular Interest, the amount of such Uncertificated
REMIC Regular Interest outstanding as of any date of determination. As of the
Closing Date, the Uncertificated Principal Balance of each Uncertificated 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 Uncertificated REMIC Regular
Interest shall be reduced by all distributions of principal made on such
Uncertificated 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 4.09, and the Uncertificated Principal Balances of REMIC 3 Regular
Interest LT3-ZZ shall be increased by interest deferrals as provided in Section
4.08. The Uncertificated Principal Balance of each Uncertificated REMIC Regular
Interest that has an Uncertificated Principal Balance shall never be less than
zero.

                  "Uncertificated REMIC Regular Interests": The REMIC 1 Regular
Interests, the REMIC 2 Regular Interests and the REMIC 3 Regular Interests.

                  "Uncertificated REMIC 1 Pass-Through Rate": With respect to
REMIC 1 Regular Interest LT1-A, REMIC 1 Regular Interest LT1-B and REMIC 1
Regular Interest LT1-P, the weighted average of the Adjusted Net Mortgage Rates
(less the Guarantee Fee Rate) of the Initial Group I Mortgage Loans for such
Distribution Date; provided, however, with respect to REMIC 1 Regular Interest
LT1-B, (i) for the first two Distribution Dates, 4.8906% per annum, and (ii) for
each Distribution Date thereafter, the weighted average of the Adjusted Net
Mortgage Rates (less the Guarantee Fee Rate) of the Group I Mortgage Loans for
such Distribution Date. With respect to REMIC 1 Regular Interests LT1-C and
LT1-D, the weighted average of the Adjusted Net Mortgage Rates (less the
Guarantee Fee Rate) of the Initial Group II Mortgage Loans for such Distribution
Date; provided, however, with respect to REMIC 1 Regular Interest LT2-D, (i) for
the first two Distribution Dates, 4.8906% per annum and (ii) 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
the REMIC 2 Regular Interests, the weighted average of the Uncertificated REMIC
1 Pass-Through Rates on the REMIC 1 Regular Interests, weighted on the basis of
their respective Uncertificated Principal Balances.

                  "Uncertificated REMIC 3 Pass-Through Rate": With respect to
the REMIC 3 Regular Interests (other than REMIC 3 Regular Interest LT3-S), the
Pool Net WAC Rate. With respect to REMIC 3 Regular Interests LT3-S for the 1st
Distribution Date through the 30th Distribution Date, the lesser of (x) 6.50%
per annum and (y) the weighted average of the REMIC 2 Regular Interests,
weighted on the basis of their respective Uncertificated Principal Balances, and
0.00% thereafter.

                  "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 Class R Certificates, no partnership or
other entity treated as a partnership for United States federal income tax
purposes shall be treated as a United States Person unless all persons that own
an interest in such partnership either directly or through any entity that is
not a corporation for United States federal income tax purposes are required by
the applicable operative agreement to be United States Persons, or an estate 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


                                       36

<PAGE>



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 any Class
of Class A Certificates, any Class of Mezzanine Certificates, the Class S
Certificates and the Class CE 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 distributed 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. Because the Monthly Interest
Distributable Amount for any Class of Certificates, by definition, is limited to
interest on such Class at the Pass-Through Rate thereon, any Net WAC Rate
Carryover Amount, by definition, will not be included within any Unpaid Interest
Shortfall Amount with respect to the Class A Certificates, the Mezzanine
Certificates or the Class S Certificates.

                  "Value": With respect to any Mortgage Loan, and the related
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 Freddie Mac, and (b) the value thereof as determined by
         an internal prefunding review appraisal conducted by the Seller (if
         applicable) in the event any such internal prefunding review appraisal
         determines an appraised value more than 10% 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, that in the case of a refinanced Mortgage Loan
         (which is a Mortgage Loan the proceeds of which were not used to
         purchase the related Mortgaged Property) or a Mortgage Loan originated
         in connection with a "lease option purchase" if the "lease option
         purchase price" was set 12 months or more prior to origination, such
         value of the Mortgaged Property is based solely upon clause (i) above.

                  "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 CE Certificates shall
have 97% of the Voting Rights (allocated as follows: 66.67% to the Holders of
the Class A Certificates, 32.33% to the Holders of the Mezzanine Certificates
and 1.00% to the Holders of the Class CE Certificates), the Class S Certificates
shall have 1% of the Voting Rights, the Class P Certificates shall have 1% of
the Voting Rights and the Class R 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 Class R Certificates) shall be allocated among all
Holders of each such Class in proportion to the outstanding Certificate
Principal Balance or Notional Amount of such Certificates and the Voting Rights
allocated to the Class P Certificates and the Class R 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 Class R Certificates in accordance with such Holders' respective
Percentage Interests in the Certificates of such Class. Notwithstanding any of
the foregoing, on any date on which any Guaranteed Certificates are outstanding
or any amounts are owed the Guarantor under this Agreement, all of the Voting
Rights allocated to all Classes of Certificates shall be vested in the
Guarantor.

                  "Written Order to Authenticate": A written order by which the
Depositor directs the Trustee to issue the Certificates.

                  SECTION 1.02.     Accounting.



                                       37

<PAGE>



                  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. References to "unscheduled collections of
principal" in the parenthetical "(after giving effect to the principal portion
of Monthly Payments due during the related Due Period, to the extent received or
advanced, and unscheduled collections of principal received during the related
Prepayment Period)", which appears in the definitions of Guaranteed Principal
Distribution Amount, Overcollateralized Amount and Overcollateralization
Deficiency Amount and in Section 4.03, shall not be construed to include "pay
aheads" to the extent that such "pay aheads" are Monthly Payments due during a
succeeding Due Period.

                  SECTION 1.03.     Allocation of Certain Shortfalls.

                  (a) For purposes of calculating the amount of the Monthly
Interest Distributable Amount and the amount of the Interest Distributable
Amount for each of the Class A Certificates, the Mezzanine Certificates, the
Class S Certificates and the Class CE Certificates for any Distribution Date,
(1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not covered by payments by the Master Servicer pursuant to Section 4.04(e)) and
any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated first, among the Class CE 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, the Mezzanine
Certificates and the Class S 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 or Notional
Amount of each such Certificate and (2) the aggregate amount of any Realized
Losses incurred for any Distribution Date shall be allocated among the Class CE
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.

                  (b) 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 Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 4.04(e)) 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 LT1-A and REMIC 1 Regular Interest LT1-B, 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 I Mortgage Loans shall be allocated to
REMIC 1 Regular Interest LT1-A and such amounts relating to the Subsequent Group
I Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1-B and (ii)
with respect to the Group II Mortgage Loans, to REMIC 1 Regular Interest LT1-C
and REMIC 1 Regular Interest LT1-D, 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 LT1-C and such amounts
relating to the Subsequent Group II Mortgage Loans shall be allocated to REMIC 1
Regular Interest LT1-D.

                  (c) 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 Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 4.04(e)) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first to REMIC 2 Regular Interest LT2-A and
then to REMIC 2 Regular Interest LT2-B, in each case 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 Uncertificated REMIC 2 Interest.

                  (d) For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC 3 Regular Interests for any Distribution Date,
the aggregate amount of any Prepayment Interest Shortfalls (to the extent not
covered by payments by the Master Servicer pursuant to Section 4.04(e)) and any
Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued


                                       38

<PAGE>



Interest payable to REMIC 3 Regular Interest LT3-AA and REMIC 3 Regular Interest
LT3-ZZ up to an aggregate amount equal to the REMIC 3 Interest Loss Allocation
Amount, 98% and 2%, respectively, and thereafter among REMIC 3 Regular Interest
LT3-AF1, REMIC 3 Regular Interest LT3-AV1, REMIC 3 Regular Interest LT3-M1,
REMIC 3 Regular Interest LT3-M2 and REMIC 3 Regular Interest LT3-ZZ PRO RATA
based on, and to the extent of, one month's interest at the then applicable
respective Uncertificated REMIC 3 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC 3 Regular Interest.

                  SECTION 1.04.     Rights of the NIMS Insurer.

                  Each of the rights of the NIMS Insurer set forth in this
Agreement shall exist so long as (i) the NIMS Insurer has undertaken to
guarantee certain payments of notes issued pursuant to an Indenture and (ii) any
series of notes issued pursuant to an Indenture remain outstanding or the NIMS
Insurer is owed amounts in respect of its guarantee of payment on such notes;
provided, however, the NIMS Insurer shall not have any rights hereunder, during
the period of time, if any, that (i) the NIMS Insurer has not undertaken to
guarantee certain payments of notes issued pursuant to the Indenture or (ii) any
default has occurred and is continuing under the insurance policy issued by the
NIMS Insurer with respect to such notes. If a NIMS Insurer is appointed
following the Closing Date, the Trustee shall give written notice thereof to the
Guarantor within five (5) Business Days after such appointment. The NIMS Insurer
shall not have any rights hereunder other than the rights set forth in this
Agreement.




                                       39

<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 Original Pre- Funded Amounts; (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 received
by the Depositor or the Master Servicer after the Cut-off Date with respect to
the Mortgage Loans. The Depositor does hereby deliver to, and deposit with the
Trustee, executed copies of the Mortgage Loan Purchase Agreement and the PMI
Policy (with copies to the Guarantor), the Original Pre-Funded Amounts, the
required deposit for the Interest Coverage Accounts and the required deposit for
the Net WAC Rate Carryover Account, for the uses and purposes set forth herein,
and the Trustee hereby acknowledges receipt of the same.

                  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 Depositor shall, in
accordance with Section 2.08, deliver or cause to be delivered to, and deposited
with the Trustee or the Custodian with respect to each Subsequent Mortgage Loan
the following documents or instruments (each, a "Mortgage File"):

                  (i) the original Mortgage Note, bearing all intervening
         endorsements showing a complete chain of endorsement from the
         originator to the last endorsee, endorsed either (A) in blank, without
         recourse or (B) in the following form: "Pay to the order of Deutsche
         Bank National Trust Company, as Trustee for registered Holders of
         Ameriquest Mortgage Securities Inc., Series 2002-D, without recourse,"
         or with respect to any lost Mortgage Note, an original Lost Note
         Affidavit; 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 or
         Subsequent Cut-off Date Principal Balance, as applicable, of which is
         less than or equal to 1.00% of the Pool Balance as of the Cut-off Date
         or Subsequent Cut-off Date, as applicable;

                  (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;

                  (iii) an original Assignment of the Mortgage assigned either
         (A) in blank, without recourse, or (B) to "Deutsche Bank National Trust
         Company, as Trustee for registered Holders of Ameriquest Mortgage
         Securities Inc., Series 2002-D, without recourse";

                  (iv) an original of any intervening Assignment(s) of Mortgage
         showing a complete chain of Assignments from the originator to the last
         endorsee with evidence of recording thereon, or the original unrecorded
         intervening Assignment(s);

                  (v) the original or a certified copy of lender's title
         insurance policy or an attorney's opinion of


                                       40

<PAGE>



         title or similar guarantee of title acceptable to mortgage lenders
         generally in the jurisdiction where the Mortgaged Property is located,
         or in the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company; and

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

                  If any of the documents referred to in Section 2.01(ii), (iii)
or (iv) above has as of the Closing Date (or the related Subsequent Transfer
Date in the case of 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, on
behalf of the Trustee, 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, on behalf of the Trustee, 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 Seller shall
deliver or cause to be delivered to the Trustee or the Custodian, on behalf of
the Trustee, promptly following receipt thereof, the original lender's title
insurance policy. The Seller and the Depositor shall deliver or cause to be
delivered to the Trustee or the Custodian, on behalf of the Trustee, 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.

                  The Master Servicer (in its capacity as Seller) shall promptly
(and in no event later than thirty (30) Business Days, subject to extension upon
a mutual agreement among the Master Servicer, the Trustee and the Guarantor,
following the later of (i) the Closing Date (or the related Subsequent Transfer
Date, with respect to the Subsequent Mortgage Loans), (ii) the date on which the
Master Servicer receives the original Assignment from the Custodian and (iii)
the date on which the Master Servicer receives the related Mortgage recordation
information from the applicable recorder's office) submit or cause to be
submitted for recording, at no expense to the Trust Fund or the Trustee, in the
appropriate office for real property records, each Assignment referred to in
Sections 2.01(iii) and (iv) above and shall execute each original Assignment
referred to in section 2.01(iii) above in the following form: "Deutsche Bank
National Trust Company, as Trustee for registered Holders of Ameriquest Mortgage
Securities Inc., Series 2002-D, without recourse." In the event that any such
Assignment is lost or returned unrecorded because of a defect therein, the
Master Servicer (in its capacity as Seller) shall promptly prepare or cause to
be prepared a substitute Assignment or cure or cause to be cured such defect, as
the case may be, and thereafter cause each such Assignment to be duly recorded.

                  Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments of the Mortgages shall not be required to be completed and submitted
for recording with respect to any Mortgage Loan only if the NIMS Insurer, the
Guarantor, the Trustee and each Rating Agency has received an Opinion of
Counsel, satisfactory in form and substance to the Trustee, the NIMS Insurer and
the Guarantor on or before the Closing Date, to the effect that the recordation
of such Assignment is not necessary to protect the Trustee's interest in the
related Mortgage Loan; provided, further, however, notwithstanding the delivery
of any Opinion of Counsel, 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) direction by Holders of Certificates
entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Master
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 and (v) if the Seller is not the
Master Servicer and with respect to any one Assignment, the occurrence of a
bankruptcy of the Mortgagor under the related Mortgage or a foreclosure of the
related Mortgage. If the Master Servicer (in its capacity as Seller) defaults in
its obligation to pay the cost of recording the Assignments, such expense will
be paid by the Master Servicer, and if the Master Servicer defaults in its
obligation to pay the cost of recording the Assignments, such expense will be
paid by the Trustee (and such default, if Ameriquest Mortgage Company is the
Master Servicer, will constitute a Master Servicer Event of Termination as set
forth in Section 7.01(a)(ii)). If such expense is paid by the Master Servicer
(if the Master Servicer is not Ameriquest Mortgage Company or its successors,


                                       41

<PAGE>



assigns or affiliates), such expense shall be reimbursable to the Master
Servicer from amounts on deposit in the Collection Account. If such expense is
paid by the Trustee, such expense shall be advanced or reimbursable to the
Trustee from amounts on deposit in the Collection Account or the Distribution
Account.

                  If the Master Servicer (in its capacity as Seller) shall not
have caused all such Assignments to be recorded in accordance with preceding
paragraph, the Master Servicer shall deliver to the Trustee, with regard to
those Mortgage Loans without recorded Assignments, a report containing the
Borrower's name, loan number, address and mortgage recordation information to
the extent received. Such report will be delivered to the Trustee, commencing in
March 2003 and continuing every 60 days thereafter until all such Assignments
have been recorded or all Mortgage recordation information regarding such
Mortgage Loans have been received. The Master Servicer (in its capacity as
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 in the case of Initial Mortgage Loans or the applicable
Subsequent Transfer Date in the case of Subsequent Mortgage Loans, promptly
following the Closing Date in the case of Initial Mortgage Loans or the
applicable Subsequent Transfer Date in the case of Subsequent Mortgage Loans and
in no event later than 45 days after the Closing Date in the case of Initial
Mortgage Loans or the applicable Subsequent Transfer Date in the case of
Subsequent Mortgage Loans, the Seller shall cause to be completed such
endorsements "Pay to the order of Deutsche Bank National Trust Company, as
Trustee for registered Holders of Ameriquest Mortgage Securities Inc., Series
2002-D, without recourse."

                  The Master 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 Master 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 270 days of its submission for recordation. In the
event that the Master Servicer cannot provide a copy of such document certified
by the public recording office within such 270 day period, the Master Servicer
shall deliver to the Custodian, within such 270 day period, an Officers'
Certificate of the Master Servicer with respect to any Mortgage Loans for which
a copy of such document certified by the public recording office is unavailable
which shall (A) identify the recorded document, (B) state that the recorded
document has not been delivered to the Custodian due 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 Master 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 Master Servicer shall deliver a copy of such document certified by
an officer of the Master Servicer to be a true and complete copy of the original
to the Custodian.

                  SECTION 2.02.     Acceptance of REMIC 1 by the Trustee.

                  Subject to the provisions of Section 2.01 and subject to any
exceptions noted on the exception report described in the next paragraph below,
the Trustee acknowledges the receipt (or, with respect to Mortgage Loans subject
to a custodial agreement, receipt by the respective Custodian the duly appointed
agent of the Trustee), of the documents referred to in Section 2.01 (other than
such documents described in Section 2.01(vi) unless applicable) above and all
interests and all other assets included in the definition of "Trust Fund" and
declares that it, or such Custodian as its agent, 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 definitions of "REMIC 1" in trust for the exclusive use and benefit of all
present and future Certificateholders and the Guarantor.

                  The Trustee agrees, for the benefit of the Guarantor and the
Certificateholders, to review (or cause a Custodian on its behalf to review)
each Mortgage Note on or before the Closing Date (or the related Subsequent
Transfer Date, with respect to the Subsequent Mortgage Loans) and to certify in
substantially the form attached hereto as Exhibit D-3 (or cause a Custodian to
so certify) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than


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<PAGE>



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), the Trustee is in possession of the Mortgage Note. Within 45
days after the Closing Date (or, in the case of each Subsequent Mortgage Loan,
after the applicable Subsequent Transfer Date or, with respect to any document
delivered after the Startup Day, within 45 days of receipt thereof), the Trustee
agrees, for the benefit of the Guarantor and the Certificateholders, to review
(or cause a Custodian on its behalf to review) each Mortgage File and to certify
to the Depositor, the Guarantor, the NIMS Insurer and the Master Servicer
substantially in the form attached hereto as Exhibit D-1 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 constituting part of such Mortgage File (other than such documents
described in Section 2.01(vi), unless applicable) required to be delivered to it
pursuant to this Agreement are in its possession, (ii) such documents have been
reviewed by it or the Custodian and are not mutilated, torn or defaced unless
initialed by the related Mortgagor and relate to such Mortgage Loan and (iii)
based on its or the Custodian's examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(1), (2), (3), (7), (8), (9), (10), (18) and (20) 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 (i) inspect, review or examine any
such documents, instruments, certificates or other papers to determine whether
they are genuine, enforceable, or appropriate for the represented purpose or
that they have actually been recorded or that they are other than what they
purport to be on their face or (ii) to determine whether any Mortgage File
should include any of the documents specified in clause (vi) of Section 2.01.

                  Prior to the date that is 180 days following the date of this
Agreement, the Trustee shall deliver (or cause the Custodian to deliver) to the
Depositor, the Guarantor, the NIMS Insurer and the Master Servicer a final
certification in the form annexed hereto as Exhibit D-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon, with respect to all of the Initial Mortgage Loans and the Subsequent
Mortgage Loans.

                  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, mutilated, damaged, torn
or defaced or does not conform to the requirements identified above, at the
conclusion of its review the Trustee (or a Custodian on behalf of the Trustee)
shall so notify the Seller, the Depositor, the Guarantor, the NIMS Insurer and
the Master Servicer. In addition, upon the discovery by the Seller, the
Depositor, the Guarantor, the NIMS Insurer or the Master 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
for the benefit of the Certificateholders and the Guarantor 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; Payment of Master Servicer
                                    Prepayment Charge Payment Amounts.

                  (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 or in Section 2.04 in respect of any
Mortgage Loan which materially


                                       43

<PAGE>



adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders or the Guarantor (it being understood that with respect to
the representations and warranties set forth in (xxxix) through (xlii) and (lvi)
of Exhibit A to the Mortgage Loan Purchase Agreement, a breach of any such
representation shall be deemed to materially adversely affect the interests of
the Guarantor), the Trustee shall promptly notify the Seller, the Guarantor, the
NIMS Insurer and the Master Servicer of such defect, missing document or breach
and request that the Seller deliver such missing document or cure such defect or
breach within 90 days from the date the Seller was notified of such missing
document, defect or breach, and if the Seller does not deliver such missing
document or cure such defect or breach in all material respects during such
period, the 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 90 day period (subject to Section 2.03(d));
provided, however, that, in connection with any such breach that could not
reasonably have been cured within such 90 day period, if the Seller shall have
commenced to cure such breach within such 90 day period, 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
delivered or caused to be delivered by the Seller to the Master Servicer for
deposit in the Collection Account, and the Trustee, upon receipt of written
certification from the Master Servicer of such deposit, shall release to the
Seller the related Mortgage File and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the Seller shall
furnish to it and as shall be necessary to vest in the Seller any Mortgage Loan
released pursuant hereto and the Trustee shall have no further responsibility
with regard to such Mortgage File (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(c). 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 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 and the Guarantor.

                  (b) The Seller hereby indemnifies and holds the Trust Fund,
the Trustee, the Depositor, the Guarantor, the NIMS Insurer and each
Certificateholder harmless against any and all taxes, claims, losses, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any
other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor,
the Guarantor, the NIMS Insurer and any Certificateholder may sustain in
connection with any actions of the Seller relating to a repurchase of a Mortgage
Loan other than in compliance with the terms of Section 2.03, to the extent that
any such action causes (a) any federal or state tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(l) of the Code or on "contributions after
the startup date" under Section 860G(d)(l) of the Code, or (b) any Trust REMIC
to fail to qualify as a REMIC at any time that any Certificate is outstanding.

                  (c) Any substitution of Qualified Substitute Mortgage Loans
for Deleted Mortgage Loans made pursuant to Section 2.03(a) shall 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 (or a Custodian on behalf of the Trustee), for
such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the
Mortgage, 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 (or a Custodian on behalf of the Trustee) shall
acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and,
within ten Business Days thereafter, shall review such documents as specified in
Section 2.02 and deliver to the Master Servicer, the Guarantor and the NIMS
Insurer, with respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit D-1, with any
applicable exceptions noted thereon. Within one year of the date of
substitution, the Trustee shall deliver to the Master Servicer, the Guarantor
and the NIMS Insurer a certification substantially in the form of Exhibit D-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


                                       44

<PAGE>



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 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 Depositor or the Seller, as the case may be, 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 Guarantor not less than 10 Business Days prior to the related
Determination Date of its intention to effect such substitution, and if such
notice from the Seller to the Guarantor shall contain all information that the
Guarantor may require to conduct its due diligence evaluation of each mortgage
loan proposed to be substituted (including the complete and final data file of
each such mortgage loan), then the Guarantor shall grant or withhold its
approval of the mortgage loans proposed to be substituted not less than 3
Business Days prior to such Determination Date. The Seller shall give or cause
to be given written notice to the Certificateholders, the Master Servicer, the
Guarantor and the NIMS Insurer 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, the Master Servicer, the Guarantor and
the NIMS Insurer. Upon such substitution, such Qualified Substitute Mortgage
Loan or Loans shall constitute part of the Mortgage Pool and shall be subject in
all respects to the terms of this Agreement and, in the case of a substitution
effected by the Seller, the Mortgage Loan Purchase Agreement, including, in the
case of a substitution effected by the Seller all applicable representations and
warranties thereof included in the Mortgage Loan Purchase Agreement and all
applicable representations and warranties thereof set forth in Section 2.04, in
each case 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
Master Servicer shall 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 Net Mortgage Rate.
On the date of such substitution, the Seller will deliver or cause to be
delivered to the Master Servicer for deposit in the Collection Account an amount
equal to the Substitution Adjustment, if any, and the Trustee, upon receipt of
the related Qualified Substitute Mortgage Loan or Loans and certification by the
Master Servicer of such deposit, shall release to the Seller the related
Mortgage File or Files and shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Seller shall
deliver to it and as shall be necessary to vest therein any Deleted Mortgage
Loan released pursuant hereto.

                  In addition, the Seller shall obtain at its own expense and
deliver to the Trustee, the NIMS Insurer and the Guarantor an Opinion of
Counsel, to be delivered not less than 10 Business Days prior to the related
Determination Date, 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)(1) of the
Code or on "contributions after the startup date" under Section 860G(d)(1) of
the Code, or (b) any Trust REMIC to fail to qualify as a REMIC at any time that
any Certificate is outstanding. If such Opinion of Counsel cannot be delivered,
then such substitution may only be effected at such time as the required Opinion
of Counsel can be given.

                  (d) Upon discovery by the Seller, the Master Servicer, the
Guarantor, the NIMS Insurer 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 to this Agreement. In connection
therewith, the Seller shall repurchase or, subject to the limitations set forth
in Section 2.03(c), 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. Any such
repurchase or substitution shall be made in the same manner as set forth in
Section 2.03(a), if made by the Seller. The Trustee shall reconvey to the Seller
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.

                  (e)(i) Promptly, but in no event later than 90 days following
the earlier of discovery by the Master Servicer or receipt of notice by the
Master Servicer of the breach of any representation, warranty or covenant of the
Master Servicer set forth in Section 2.05 which materially and adversely affects
the interests of the Certificateholders in any Mortgage Loan, the Master
Servicer shall cure such breach in all material respects.


                                       45

<PAGE>



                  (ii) Notwithstanding the provisions of Section 2.03(e)(i)
above,

                  (A) on the later of (x) the Master Servicer Remittance Date
         next following the earlier of discovery by the Master Servicer or
         receipt of notice by the Master Servicer of the breach of the
         representation made by the Master Servicer in Section 2.05(xi), which
         breach materially and adversely affects the interests of the Holders of
         the Class P Certificates to any Prepayment Charge and (y) the Master
         Servicer Remittance Date next following the Prepayment Period relating
         to such a breach, the Master Servicer shall deposit into the Collection
         Account the amount of the scheduled Prepayment Charge, less any amount
         collected and deposited by the Master Servicer into the Collection
         Account in respect of such Prepayment Charge; and

                  (B) on the later of (x) the Master Servicer Remittance Date
         next following the earlier of discovery by the Master Servicer or
         receipt of notice by the Master Servicer of the breach of the covenant
         made by the Master Servicer in Section 2.05(xii), which breach
         materially and adversely affects the interests of the Holders of the
         Class P Certificates to any Prepayment Charge and (y) the Master
         Servicer Remittance Date next following the Prepayment Period relating
         to such a breach, the Master Servicer shall deposit into the Collection
         Account, as a Master Servicer Prepayment Charge Payment Amount, the
         amount of the waived Prepayment Charge, but only to the extent required
         under Section 2.03(e)(iii) below.

                  (iii) If with respect to any Prepayment Period,

                  (A) the dollar amount of Prepayment Charges that are the
         subject of breaches by the Master Servicer of the covenant made by the
         Master Servicer in Section 2.05(xii), which breaches materially and
         adversely affects the interests of the Holders of the Class P
         Certificates to such Prepayment Charges, exceeds

                  (B) 5% of the total dollar amount of Prepayment Charges
         payable by Mortgagors in connection with Principal Prepayments on the
         related Mortgage Loans that occurred during such Prepayment Period,

then the amount required to be paid by the Master Servicer pursuant to Section
2.03(e)(ii)(B) above shall be limited to an amount, that when added to the
amount of Prepayment Charges actually collected by the Master Servicer in
respect of Prepayment Charges relating to Principal Prepayments on the related
Mortgage Loans that occurred during such Prepayment Period, will yield a sum
equal to 95% of the total dollar amount of Prepayment Charges (exclusive of (A)
Prepayment Charges not enforced or collected upon because (i) the enforceability
thereof shall have been limited by bankruptcy, insolvency, moratorium,
receivership and other similar laws relating to creditors' rights generally or
(ii) the collectability thereof shall have been limited due to acceleration in
connection with a foreclosure or other involuntary payment and (B) Prepayment
Charges waived by the Master Servicer where such waiver does not breach the
covenant set forth in Section 2.05(xii)) payable by Mortgagors in connection
with Principal Prepayments on the related Mortgage Loans that occurred during
such Prepayment Period.

                  SECTION 2.04.     Representations, Warranties and Covenants of
                                    the Seller.

                  (a) The Seller hereby represents and warrants to the Guarantor
and the Trustee for the benefit of the Certificateholders that as of the Closing
Date or as of such other date specifically provided herein:

                  (i) The representations and warranties made by the Seller
         pursuant to Section 3.01 and Section 3.02 of the Mortgage Loan Purchase
         Agreement are hereby being made to the Guarantor and the Trustee for
         the benefit of the Certificateholders and are true and correct as of
         the Closing Date or as of such other date specifically provided
         therein.

                  (ii) Any written agreement between the Mortgagor in respect of
         a Mortgage Loan and the Seller or the Master Servicer modifying such
         Mortgagor's obligation to make payments under such Mortgage Loan
         involved the application of the Seller's or the Master Servicer's
         underwriting standards or some assessment of such Mortgagor's ability
         to repay the modified Mortgage Loan and, in the case of any PMI
         Mortgage Loan, complies with the requirements set forth in the PMI
         Policy.


                                       46

<PAGE>



                  It is understood and agreed that the representations and
warranties set forth in this Section 2.04 shall survive delivery of the Mortgage
Files to the Trustee and shall inure to the benefit of the Certificateholders
and the Guarantor notwithstanding any restrictive or qualified endorsement or
assignment. Upon discovery by any of the Depositor, the Guarantor, the NIMS
Insurer, the Master Servicer, the Seller or the Trustee of a breach of any of
the foregoing representations and warranties which materially and adversely
affects the value of any Mortgage Loan or the interests therein of the
Certificateholders or the Guarantor, the party discovering such breach shall
give prompt written notice to the other parties and the Guarantor, and in no
event later than two Business Days from the date of such discovery. Within 90
days of its discovery or its receipt of notice of any such missing or materially
defective documentation or any such breach of a representation or warranty, the
Seller shall promptly deliver such missing document or cure such defect or
breach in all material respects, or in the event such defect or breach cannot be
cured, the Seller shall repurchase the affected Mortgage Loan or cause the
removal of such Mortgage Loan from the Trust Fund and substitute for it one or
more Qualified Substitute Mortgage Loans, in either case, in accordance with
Section 2.03. It is understood and agreed that the obligations of the Seller set
forth in Section 2.03(a) to cure, substitute for or repurchase a Mortgage Loan
pursuant to the Mortgage Loan Purchase Agreement constitute the sole remedies
available to the Certificateholders, the Guarantor or to the Trustee on their
behalf respecting a breach of the representations and warranties contained in
this Section 2.04.

                  (b) The Seller hereby covenants that it 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 Depositor, the Guarantor and
the NIMS Insurer 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 Depositor, in, to and under the Mortgage Loans,
against all claims of third parties claiming through or under the Seller.

                  (c) Promptly, but in no event later than 90 days following the
earlier of discovery by the Seller or receipt of notice by the Seller of the
breach of any representation, warranty or covenant of the Seller set forth in
this Section 2.04 which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the Seller shall cure such breach in
all material respects.

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

                  The Master Servicer (in its capacity as Master Servicer and/or
Seller, as applicable) hereby represents, warrants and covenants to the
Depositor, the Guarantor and the Trustee, for the benefit of each of the
Depositor, the Trustee, the Guarantor and the Certificateholders that as of the
Closing Date or as of such date specifically provided herein:

                  (i) The Master 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 Master Servicer or to ensure the
         enforceability or validity of each Mortgage Loan; the Master Servicer
         has the power and authority to execute and deliver this Agreement and
         to perform in accordance herewith and all requisite corporate action
         has been taken by the Master Servicer to make this Agreement valid and
         binding upon the Master Servicer in accordance with its terms; the
         execution, delivery and performance of this Agreement (including all
         instruments of transfer to be delivered pursuant to this Agreement) by
         the Master Servicer and the consummation of the transactions
         contemplated hereby have been duly and validly authorized; this
         Agreement evidences the valid, binding obligation of the Master
         Servicer enforceable in accordance with its terms, except as
         enforcement of such terms may be limited by (1) bankruptcy, insolvency,
         reorganization, receivership, moratorium or similar laws affecting the
         enforcement of creditors' rights generally and by the availability of
         equitable remedies, (2) general equity principles (regardless of
         whether such enforcement is considered in a proceeding in equity or at
         law) or (3) public policy considerations underlying the securities
         laws, to the extent that such policy considerations limit the
         enforceability of provisions of this Agreement, if any, which purport
         to provide indemnification from securities laws liabilities;


                                       47

<PAGE>



                  (ii) The consummation of the transactions contemplated by this
         Agreement are in the ordinary course of business of the Master Servicer
         (in its capacity as Master Servicer and in its capacity as Seller) and
         will not result in the breach of any term or provision of the charter
         or by-laws of the Master 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
         Master Servicer or its property is subject, or result in the violation
         of any law, rule, regulation, order, judgment or decree to which the
         Master Servicer or its property is subject;

                  (iii) The execution and delivery of this Agreement by the
         Master 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) All documents and instruments contemplated hereby which
         are executed and delivered by the Master Servicer, constitute and will
         constitute valid, legal and binding obligations of the Master Servicer,
         enforceable in accordance with their respective terms, except as such
         enforcement may be limited by (1) bankruptcy, insolvency,
         reorganization, receivership, moratorium or similar laws affecting the
         enforcement of creditors' rights generally and by the availability of
         equitable remedies, (2) general equity principles (regardless of
         whether such enforcement is considered in a proceeding in equity or at
         law) or (3) public policy considerations underlying the securities
         laws, to the extent that such policy considerations limit the
         enforceability of provisions of any of such documents or instruments
         which purport to provide indemnification from securities laws
         liabilities.

                  (v) The Master Servicer, in its capacity as Seller, did not
         transfer the Mortgage Loans to the Depositor with any intent to hinder,
         delay or defraud any of its creditors;

                  (vi) The Master Servicer, in its capacity as Seller, acquired
         title to the Mortgage Loans in good faith, without notice of any
         adverse claims;

                  (vii) The transfer, assignment and conveyance of the Mortgage
         Notes and the Mortgages by the Master Servicer, in its capacity as
         Seller to the Depositor is not subject to the bulk transfer laws or any
         similar statutory provisions in effect in any applicable jurisdiction.

                  (viii) The Master 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;

                  (ix) There is no action, suit, proceeding or investigation
         pending or, to its knowledge, threatened against the Master Servicer
         that is reasonably likely to be adversely determined and in the event
         of such determination, either individually or in the aggregate, may
         result in any material adverse change in the business, operations,
         financial condition, properties or assets of the Master Servicer, and
         in any material impairment of the right or ability of the Master
         Servicer to carry on its business substantially as now conducted, or in
         any material liability on the part of the Master Servicer, or that
         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 Master Servicer contemplated herein, or that would
         be likely to impair materially the ability of the Master Servicer to
         perform under the terms of this Agreement;

                  (x) Neither this Agreement nor any information, certificate of
         an officer, statement furnished in writing or report delivered to the
         Trustee or the Guarantor by the Master Servicer, in its capacity as
         Master Servicer or Seller, in connection with the transactions
         contemplated hereby contains any untrue statement of a material fact or
         omits to state a material fact necessary in order to make the
         statements contained therein, in light of the circumstances under which
         they were made, not misleading (except to the extent that any such
         information, statement or report has been corrected or superseded in
         writing by the Master Servicer as of the Closing Date, it being
         understood (i) that the Master Servicer has delivered no certificate of
         an officer prior to the Closing Date and (ii) that any representations,
         warranties and indemnifications as to the accuracy and


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         completeness of the Information Circular made by Ameriquest Mortgage
         Company in agreements and Officers' Certificates delivered by
         Ameriquest Mortgage Company on the Closing Date in connection with the
         transactions contemplated by this Agreement shall be interpreted such
         that the information in the Information Circular is deemed to correct
         and/or supersede as of the Closing Date, within the meaning of this
         parenthetical, any information, statement or report delivered by the
         Master Servicer to the Trustee or the Guarantor prior to the Closing
         Date that is inconsistent with the information in the Information
         Circular or that was omitted from such information, statement or report
         delivered prior to the Closing Date);

                  (xi) The information set forth in the Prepayment Charge
         Schedule (prepared by the Master Servicer in its capacity as Seller)
         attached hereto as Schedule 2 (including the Prepayment Charge Summary
         attached thereto) is complete, true and correct in all material
         respects on the date or dates when such information is furnished and
         each Prepayment Charge is permissible and enforceable in accordance
         with its terms (except to the extent that the enforceability thereof
         may be limited by bankruptcy, insolvency, moratorium, receivership and
         other similar laws affecting creditors' rights generally or the
         collectability thereof may be limited due to acceleration in connection
         with a foreclosure or other involuntary payment) under applicable state
         law;

                  (xii) The Master Servicer will not waive any Prepayment Charge
         unless, (i) the enforceability thereof shall have been limited by
         bankruptcy, insolvency, moratorium, receivership and other similar laws
         relating to creditors' rights generally or (ii) the collectability
         thereof shall have been limited due to acceleration in connection with
         a foreclosure or other involuntary payment, or (iii) in the Master
         Servicer's reasonable judgment as described in Section 3.01 hereof, (x)
         such waiver relates to a default or a reasonably foreseeable default,
         (y) such waiver would maximize recovery of total proceeds taking into
         account the value of such Prepayment Charge and related Mortgage Loan
         and (z) doing so is standard and customary in servicing similar
         Mortgage Loans (including any waiver of a Prepayment Charge in
         connection with a refinancing of a Mortgage Loan that is related to a
         default or a reasonably foreseeable default). In no event will the
         Master Servicer waive a Prepayment Charge in connection with a
         refinancing of a Mortgage Loan that is not related to a default or a
         reasonably foreseeable default;

                  (xiii) For each Mortgage Loan, the Master 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 each of Equifax, Transunion, and Experian (the
         "Credit Repositories") on a monthly basis. The Master Servicer shall
         provide evidence of the furnishing of such accurate and complete
         information to Freddie Mac on either a monthly or quarterly basis; and

                  (xiv) All amounts received after the Cut-off Date with respect
         to the Mortgage Loans to which the Seller is not entitled will be
         deposited in the clearing account (which account must be an Eligible
         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 Master Servicer's receipt thereof, and shall thereafter
         deposit in the Collection Account, in no event more than two Business
         Days after the deposit of such funds into the clearing account

                  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, the Guarantor and the Certificateholders. Upon discovery
by any of the Depositor, the Guarantor, the NIMS Insurer, the Master Servicer,
the Seller or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan or Prepayment Charge or the interests therein of the
Certificateholders or the Guarantor, the party discovering such breach shall
give prompt written notice (but in no event later than two Business Days
following such discovery) to the Master Servicer, the Seller, the Guarantor, the
NIMS Insurer and the Trustee. Subject to Section 7.01, the obligation of the
Master Servicer set forth in Section 2.03(e) to cure breaches (or in the case of
the representations, warranties and covenants set forth in Section 2.05(xi) and
Section 2.05(xii) above, to otherwise remedy such breaches pursuant to Section
2.03(e)(ii)) shall constitute the sole remedies


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against the Master Servicer available to the Guarantor, the NIMS Insurer, the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders respecting a breach of the representations, warranties and
covenants contained in this Section 2.05. The preceding sentence shall not,
however, limit any remedies available to the Guarantor, the NIMS Insurer, the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders (other than in the case of the representations, warranties
and covenants set forth in Section 2.05(xi) and Section 2.05(xii) above)
pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer
in its capacity as Seller, respecting a breach of the representations,
warranties and covenants of the Master Servicer in its capacity as Seller
contained in such Mortgage Loan Purchase Agreement.

                  SECTION 2.06.     Representations and Warranties of the
                                    Depositor.

                  The Depositor represents and warrants to the Guarantor and the
Trustee on behalf of the Certificateholders that as of the Closing Date or as of
such date specifically provided herein:

                  (i) This agreement constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor in
         accordance with its terms, except as enforcement of such terms may be
         limited by (1) bankruptcy, insolvency, reorganization, receivership,
         moratorium or similar laws affecting the enforcement of creditors'
         rights generally and by the availability of equitable remedies, (2)
         general equity principles (regardless of whether such enforcement is
         considered in a proceeding in equity or at law) or (3) public policy
         considerations underlying the securities laws, to the extent that such
         policy considerations limit the enforceability of provisions of this
         Agreement, if any, which purport to provide indemnification from
         securities laws liabilities;

                  (ii) Immediately prior to the sale and assignment by the
         Depositor to the Trustee on behalf of the Certificateholders 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 of its right, title interest in the Mortgage Loans to the Trustee
         on behalf of the Certificateholders;

                  (iv) The Depositor has not transferred the Mortgage Loans to
         the Trustee on behalf of the Certificateholders 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;

                  (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


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<PAGE>



         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.     Conveyance of Uncertificated REMIC Regular
                                    Interests and Acceptance of REMIC 1, REMIC
                                    2, REMIC 3 and REMIC 4 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 1 for 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) and the Guarantor. 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) and the Guarantor. 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) and the Guarantor. 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) and the Guarantor. 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 for the benefit of the holders
of the REMIC 3 Regular Interests (which are uncertificated) and the Class R
Certificates (in respect of the Class R-3 Interest) and the Guarantor. 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 REMIC 3 Regular Interests and the Class R Certificates (in
respect of the Class R-3 Interest) and the Guarantor. The interests evidenced by
the Class R-3 Interest, together with the REMIC 3 Regular Interests, constitute
the entire beneficial ownership interest in REMIC 3.

                  (d) The Depositor, concurrently with the execution and
delivery hereof, does hereby transfer,


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<PAGE>



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 3 Regular
Interests for the benefit of the holders of the Regular Certificates and the
Class R Certificates (in respect of the Class R-4 Interest) and the Guarantor.
The Trustee acknowledges receipt of the REMIC 3 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-4 Interest) and the Guarantor. The interests evidenced by
the Class R-4 Interest, together with the Certificates, constitute the entire
beneficial ownership interest in REMIC 4.

                  (e) 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(c), (iv) 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(d) and (v) the
assignment and delivery to the Trustee of REMIC 4 (including the Residual
Interest therein represented by the Class R-4 Interest) and the acceptance by
the Trustee thereof, pursuant to Section 2.07(e), 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, the Class R-3 Interest and the Class R-4
Interest.

                  SECTION 2.08.     Conveyance of 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) principal due and interest accruing on the Subsequent
Mortgage Loans 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 due 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 Master Servicer, the Trustee, the Guarantor 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 or the Custodian
at least three Business Days prior to the related Subsequent Transfer Date.

                  The purchase price paid by the Trustee on behalf of the Trust
Fund 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 Group I Subsequent Mortgage Loans or
the Group II Subsequent Mortgage Loans, as applicable, so transferred (as
identified on the Mortgage Loan Schedule provided by the Depositor) for
inclusion in Loan Group I or Loan Group II, as applicable. 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 Trust 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, the
         Guarantor and the NIMS Insurer with a timely Addition Notice and shall
         have provided any information reasonably requested by the Trustee with
         respect to such Subsequent Mortgage Loans;


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<PAGE>



                  (ii) the Depositor shall have delivered to the Trustee, the
         Guarantor and the NIMS Insurer a duly executed Subsequent Transfer
         Instrument, which shall include a Mortgage Loan Schedule listing such
         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 such Subsequent Transfer Date;

                  (iii) as of each Subsequent Transfer Date, as evidenced by
         delivery of the Subsequent Transfer Instrument, substantially in the
         form of Exhibit S, 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 an Adverse
         REMIC Event, as evidenced by an Opinion of Counsel delivered at the
         expense of the Depositor;

                  (v) the Funding Period shall not have terminated;

                  (vi) the Depositor shall not have selected such 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, the
         Guarantor and the NIMS Insurer a Subsequent Transfer Instrument
         confirming the satisfaction of the conditions precedent specified in
         this Section 2.08 and, pursuant to such 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 such Subsequent Mortgage Loans;

                  (viii) the Depositor shall have delivered to the Trustee, the
         Guarantor and the NIMS Insurer an Opinion of Counsel addressed to the
         Trustee and the Rating Agencies with respect to the transfer of such
         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 Initial Mortgage Loans;

                  (ix) the Depositor shall have furnished a preliminary
         non-binding list of Subsequent Mortgage Loans to the Guarantor, the
         NIMS Insurer and the Rating Agencies ten Business Days prior to the
         Subsequent Transfer Date; and

                  (x) the Depositor shall have received the written consent of
         the Guarantor and the consent of the NIMS Insurer two Business Days
         prior to the transfer of such Subsequent Mortgage Loans.

                  (c) The obligation of the Trust Fund to purchase a Subsequent
Mortgage Loan to be included in the Mortgage Pool 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 Cut-off Date: (i) such Subsequent Mortgage
Loan may not be 30 or more days delinquent as of the related Subsequent Cut-off
Date and such Subsequent Mortgage Loan may not have been 30 or more days
delinquent since origination; provided, however, all of the Subsequent Mortgage
Loans may have a first payment date occurring on or after the Subsequent Cut-off
Date and therefore, such Subsequent Mortgage Loans could not have been
delinquent as of 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 from its first payment date; (iii) such Subsequent
Mortgage Loan will not have a Loan-to-Value ratio greater than 95.00%; (iv) all
such Subsequent Mortgage Loans will have, as of the applicable Subsequent
Cut-off Date, a weighted average term since origination not in excess of 2
months; (v) if such Subsequent Mortgage Loan is a Group I Mortgage Loan, such
Subsequent Mortgage Loan will have a fixed Mortgage Rate that is not less than
5.450% per annum; (vi) if such Subsequent Mortgage Loan is a Group II Mortgage
Loan, such Subsequent Mortgage Loan will have an initial adjustable Mortgage
Rate that is not less than 5.450% per annum; (vii) if such Subsequent Mortgage
Loan is a Group II Mortgage Loan, such Subsequent Mortgage Loan will have a
Gross Margin not less than 3.250% per annum; (vii) if such Subsequent Mortgage
Loan is a Group II Mortgage Loan, such Subsequent Mortgage Loan must have a
Maximum Mortgage Rate not less than 11.450% per annum; (viii) if such Subsequent
Mortgage Loan is a Group II Mortgage Loan,


                                       53

<PAGE>



such Subsequent Mortgage Loan must have a Minimum Mortgage Rate not less than
5.450% per annum; (ix) such Subsequent Mortgage Loan may not provide for
negative amortization; (x) such Subsequent Mortgage Loan shall have been
serviced by the Master Servicer since origination or the date of purchase; (xi)
such Subsequent Mortgage Loan must have a first payment date occurring on or
before March 1, 2003 and (xii) such Subsequent Mortgage Loan shall have been
underwritten in accordance with the Seller's (in its capacity as originator)
underwriting criteria as described in the Information Circular.

                  Following the purchase of any Subsequent Group I Mortgage Loan
to be included in Loan Group I, the Group I Mortgage Loans, including such
Subsequent Group I Mortgage Loans (each Initial Group I Mortgage Loan and
Subsequent Group I Mortgage Loan to be measured as of its related Cut-off Date)
as of the applicable Subsequent Transfer Date: (i) will have a weighted average
original term to stated maturity of not more than 360 months, (ii) will have a
weighted average term since origination not in excess of 1.562 months; (iii)
will have a weighted average Mortgage Rate of not less than 7.884% per annum;
(iv) will have a weighted average Loan-to-Value Ratio of not more than 80.911%;
(v) will have no Mortgage Loan with a Principal Balance that does not conform to
Freddie Mac loan limits; (vi) will be secured by Mortgaged Properties in any one
state representing no more than 19.028% of the aggregate Principal Balance of
the Group I Mortgage Loans; (vii) will be secured by Mortgaged Properties in any
one zip code representing no more than 0.578% of the aggregate Principal Balance
of the Group I Mortgage Loans; (viii) will be secured by non-owner occupied
Mortgaged Properties representing no more than 6.657% of the aggregate Principal
Balance of the Group I Mortgage Loans; (ix) will be secured by two- to
four-family Mortgaged Properties representing no more than 11.0587% of the
aggregate Principal Balance of the Group I Mortgage Loans; (x) will have a
weighted average FICO score at the time of loan application of the related
mortgagor of not less than 655 and in any event, not less than 642; (xi) will
have a refinance debt-consolidation cashout loan purpose representing no more
than 55.596% of the aggregate Principal Balance of the Group I Mortgage Loans;
(xii) will have Prepayment Charge provisions with respect to no less than
78.055% of the aggregate Principal Balance of the Group I Mortgage Loans; (xiii)
will have a Seller's risk grade of IV, V and VI representing no more than
1.337%, 0.296% and 0.064%, respectively, of the aggregate Principal Balance of
the Group I Mortgage Loans; (xiv) will have Mortgage Loans with a Seller's risk
grade of B, C and D representing no more than 3.114%, 0.444% and 0.148%,
respectively, of the aggregate Principal Balance of the Group I Mortgage Loans;
(xv) will have Mortgage Loans with a Loan-to-Value Ratio at origination of
80.00% representing no more than 11.094% of the aggregate Principal Balance of
the Group I Mortgage Loans; (xvi) will have Mortgage Loans with a Loan-to-Value
Ratio at origination in excess of 80.00% representing no more than 59.74% of the
aggregate Principal Balance of the Group I Mortgage Loans; (xvii) will have
Mortgage Loans with a Loan-to-Value Ratio at origination in excess of 90.00%
representing no more than 5.61% of the aggregate Principal Balance of the Group
I Mortgage Loans; (xviii) will have no Mortgage Loans with a Loan-to-Value Ratio
at origination in excess of 95.00%; (xix) will have been underwritten in
accordance with the Seller's Full Documentation Program representing not less
than 71.988% of the aggregate Principal Balance of the Group I Mortgage Loans;
(xx) will have been underwritten in accordance with the Seller's Limited
Documentation Program representing not more than 7.360% of the aggregate
Principal Balance of the Group I Mortgage Loans; (xxi) will have been
underwritten in accordance with the Seller's Stated Income Documentation Program
representing not more than 20.653% of the aggregate Principal Balance of the
Group I Mortgage Loans; (xxii) will have an average prepayment period of 29.719
months; and (xxiii) will have Mortgage Loans covered by the PMI Policy
representing no less than 88.60% of the aggregate Principal Balance of the Group
I Mortgage Loans.

                  In the discretion of the Guarantor and the NIMS Insurer,
Subsequent Group I Mortgage Loans with characteristics varying from those set
forth above may be purchased by the Trust; provided, however that the addition
of such Mortgage Loans will not materially affect the aggregate characteristics
of Loan Group I.

                  Following the purchase of any Subsequent Group II Mortgage
Loan to be included in Loan Group II, the Group II Mortgage Loans, including
such Subsequent Group II Mortgage Loans (each Initial Group II Mortgage Loan and
Subsequent Group II Mortgage Loan to be measured as of its related Cut-off Date)
as of the applicable Subsequent Transfer Date: (i) will have a weighted average
original term to stated maturity of not more than 360 months, (ii) will have a
weighted average term since origination not in excess of 1.275 months; (iii)
will have a weighted average Mortgage Rate of not less than 8.254% per annum;
(iv) will have a weighted average Loan-to-Value Ratio of not more than 80.575%;
(v) will have a weighted average Gross Margin that is not less than 6.201% per
annum; (vi) will have a


                                       54

<PAGE>



weighted average Maximum Mortgage Rate of not less than 14.254% per annum; (vii)
will have a weighted average Minimum Mortgage Rate of not less than 8.254% per
annum; (viii) will have no Mortgage Loan with a Principal Balance that does not
conform to Freddie Mac loan limits; (ix) will be secured by Mortgaged Properties
in any one state representing no more than 23.683% of the aggregate Principal
Balance of the Group II Mortgage Loans; (x) will be secured by Mortgaged
Properties in any one zip code representing no more than 0.340% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xi) will be secured by
non-owner occupied Mortgaged Properties representing no more than 5.201% of the
aggregate Principal Balance of the Group II Mortgage Loans; (xii) will be
secured by two- to four-family Mortgaged Properties representing no more than
7.564% of the aggregate Principal Balance of the Group II Mortgage Loans; (xiii)
will have a weighted average FICO score at the time of loan application of the
related mortgagor of not less than 604 and in any event, not less than 588.269;
(xiv) will have a refinance debt-consolidation cashout loan purpose representing
no more than 55.668% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xv) will have Prepayment Charge provisions with respect to no less than
79.931% of the aggregate Principal Balance of the Group II Mortgage Loans; (xvi)
will have a Seller's risk grade of B, C and D representing no more than 9.299%,
5.337% and 0.131%, respectively, of the aggregate Principal Balance of the Group
II Mortgage Loans; (xvii) will have a Seller's risk grade of IV, V and VI
representing no more than 3.059%, 1.362% and 0.169%, respectively, of the
aggregate Principal Balance of the Group II Mortgage Loans; (xviii) will have
Mortgage Loans with a Loan-to- Value Ratio at origination of 80.00% representing
no more than 12.123% of the aggregate Principal Balance of the Group II Mortgage
Loans; (xix) will have Mortgage Loans with a Loan-to-Value Ratio at origination
in excess of 80.00% representing no more than 54.889% of the aggregate Principal
Balance of the Group II Mortgage Loans; (xx) will have Mortgage Loans with a
Loan-to-Value Ratio at origination in excess of 90.00% representing no more than
5.014% of the aggregate Principal Balance of the Group II Mortgage Loans; (xxi)
will have no Mortgage Loans with a Loan-to- Value Ratio at origination in excess
of 95.00%; (xxii) will have been underwritten in accordance with the Seller's
Full Documentation Program representing not less than 72.293% of the aggregate
Principal Balance of the Group II Mortgage Loans; (xxiii) will have been
underwritten in accordance with the Seller's Limited Documentation Program
representing not more than 6.224% of the aggregate Principal Balance of the
Group II Mortgage Loans; (xxiv) will have been underwritten in accordance with
the Seller's Stated Income Documentation Program representing not more than
21.483% of the aggregate Principal Balance of the Group II Mortgage Loans; (xxv)
will have their first adjustment two years following their date of origination;
(xxvi) will have an average prepayment period of 31.031 months and (xxvii) will
have Mortgage Loans covered by the PMI Policy representing no less than 80.29%
of the aggregate Principal Balance of the Group II Mortgage Loans.

                  In the discretion of the Guarantor and the NIMS Insurer,
Subsequent Group II Mortgage Loans with characteristics varying from those set
forth above may be purchased by the Trust; provided, however that the addition
of such Mortgage Loans will not materially affect the aggregate characteristics
of Loan Group II.




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                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

                  SECTION 3.01.     Master Servicer to Act as Master Servicer.

                  The Master Servicer, as independent contract servicer, shall
service and administer the Mortgage Loans on behalf of the Trustee and in the
best interests of and for the benefit of the Guarantor and the
Certificateholders (as determined by the Master Servicer in its reasonable
judgment) in accordance with: (a) the terms of the respective Mortgage Loans and
any insurance policies related thereto, (b) all Applicable Regulations, (c) this
Agreement, (d) the Loss Mitigation Action Plan, if applicable, and (e) to the
extent consistent with the preceding requirements, in the same manner in which
it services and administers similar mortgage loans for its own portfolio, giving
due consideration to the customary and usual standards of practice of prudent
mortgage lenders and loan servicers administering similar mortgage loans in the
same jurisdiction as the related Mortgaged Property, but without regard to:

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

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

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

                  (iv) the Master Servicer's or any subservicer's right to
         receive compensation for its services hereunder or with respect to any
         particular transaction (the "Servicing Standard").

                  Subject only to the above-described Servicing Standard, the
Master Servicer shall have full power and authority, acting alone (or through
subservicers as provided in Section 6.06), to do or cause to be done any and all
things in connection with such servicing and administration which the Master
Servicer may deem necessary or desirable and consistent with the terms of the
Servicing Standard. Without limiting the generality of the foregoing, the Master
Servicer in its own name (or in the name of a subservicer) is hereby authorized
and empowered by the Trustee on behalf of the Trust, in accordance with the
Servicing Standard set forth herein, to (i) execute and deliver, on behalf of
the Certificateholders, the Guarantor and the Trustee, any and all instruments
of satisfaction or cancellation, or of partial or full release or discharge, or
of forbearance, or of modification and all other comparable instruments, with
respect to the Mortgage Loans and the Mortgaged Properties, (ii) to institute
foreclosure proceedings or obtain a deed-in-lieu of foreclosure to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, in the name of the Trust, on behalf of the Trustee, the Guarantor
and the Certificateholders, (iii) to market, sell and transfer title of REO
Properties held in the name of the Trust to third party purchasers upon terms
and conditions the Master Servicer deems reasonable under the Servicing
Standard, (4) to bring or respond to civil actions or complaints (in its own
name or that of the Trust or the Trustee on behalf of the Trust) related to any
Mortgage Loan, Mortgaged Property or REO Property held by the Trust and (5)
execute any other document necessary or appropriate to enable the Master
Servicer to carry out its servicing and administrative duties hereunder
consistent with the Servicing Standard.

                  At the written request of the Master Servicer, the Trustee
shall execute and furnish to the Master Servicer such documents as are necessary
or appropriate to enable the Master Servicer to carry out its servicing and
administrative duties hereunder. By execution of this Agreement, the Trustee on
behalf of the Trust hereby grants to the Master Servicer a power of attorney to
execute any and all documents necessary to carry out any and all servicing
duties described in this Agreement (including the taking of and transferring
title of REO Properties to third parties held in the name of the Trustee for the
benefit of the Trust) and expressly confirms that this paragraph along with the
face page and copy of the signature pages (duly executed) to this Agreement
shall constitute the power of attorney for evidentiary and/or recording
purposes. The Trustee shall not be liable for the actions of the Master Servicer
under such powers of attorney.



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<PAGE>



                  In accordance with the Servicing Standard, the Master Servicer
shall advance or cause to be advanced funds as necessary for the purpose of
effecting the timely 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 3.07,
and further as provided in Section 3.05. Any cost incurred by the Master
Servicer or by subservicers in effecting the timely payment of taxes and
assessments on a Mortgaged Property shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid Principal Balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit.

                  Consistent with the terms of this Agreement, the Master
Servicer may waive, modify or vary any term of any Mortgage Loan or consent to
the postponement of strict compliance with any such term or in any manner grant
indulgence to any Mortgagor if such waiver, modification, postponement or
indulgence is in conformity with the Servicing Standard; provided, however,
that:

                  (A) the Master Servicer, shall not make future advances
         without the consent of the Guarantor (except as provided in Section
         4.04);

                  (B) the Master Servicer shall not permit any modification with
         respect to any Mortgage Loan that would change the Mortgage Rate, defer
         or forgive the payment of any principal or interest payments, reduce
         the outstanding principal balance (except for reductions resulting from
         actual payments of principal) or extend the final maturity date on such
         Mortgage Loan (unless as provided in Section 3.02, (i) the Mortgagor is
         in default with respect to the Mortgage Loan or (ii) such default is,
         in the judgment of the Master Servicer, reasonably foreseeable); and

                  (C) the Master Servicer shall not consent to (i) partial
         releases of Mortgages, (ii) alterations, (iii) removal, demolition or
         division of properties subject to Mortgages, (iv) modification or (v)
         second mortgage subordination agreements with respect to any Mortgage
         Loan that would: (i) affect adversely the status of any Trust REMIC as
         a REMIC, (ii) cause any Trust REMIC to be subject to a tax on
         "prohibited transactions" or "contributions" pursuant to the REMIC
         Provisions, or (iii) both (x) effect an exchange or reissuance of such
         Mortgage Loan under Section 1001 of the Code (or Treasury regulations
         promulgated thereunder) and (y) cause any Trust REMIC constituting part
         of the Trust Fund to fail to qualify as a REMIC under the Code or the
         imposition of any tax on "prohibited transactions" or "contributions"
         after the Startup Day under the REMIC Provisions.

                  To the extent consistent with the terms of this Agreement,
including Section 2.03 and Section 2.05, the Master Servicer may waive (or
permit a subservicer to waive) a Prepayment Charge only under the following
circumstances: (i) such waiver is standard and customary in servicing similar
Mortgage Loans and (ii) such waiver relates to a default or a reasonably
foreseeable default and would, in the reasonable judgment of the Master
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan.

                  In accordance with Section 6.06, the Master Servicer may
delegate some or all of its responsibilities under this Agreement to one or more
subservicers; provided however, that no such delegation by the Master Servicer
shall release it from the responsibilities and liabilities arising under this
Agreement. All references to Master Servicer in this Agreement shall be deemed
to include any subservicer duly appointed by the Master Servicer pursuant to
Section 6.06 of this Agreement.

                  The Master Servicer shall give prompt notice to the Trustee,
the Guarantor and the NIMS Insurer of any action, of which the Master Servicer
has actual knowledge, to (i) assert a claim against the Trust Fund or (ii)
assert jurisdiction over the Trust Fund.

                  SECTION 3.02.     Collection of Mortgage Loan Payments.

                  Continuously from the date hereof until the principal and
interest on all Mortgage Loans are paid in full, the Master Servicer shall make
reasonable efforts to collect all payments due under the terms and provisions of
each


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<PAGE>



Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with the Servicing Standard, follow
such collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, 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 that any extension pursuant to clause (ii) above shall not
affect the amortization schedule of any Mortgage Loan for purposes of any
computation hereunder. The NIMS Insurer's prior written consent shall be
required for any modification, waiver or amendment if the amendment if the
aggregate number of outstanding Mortgage Loans which have been modified, waived
or amended exceeds 5% of the number of Mortgage Loans as of the Cut off Date. In
the event of any such arrangement pursuant to clause (ii) above, the Master
Servicer shall make timely advances on such Mortgage Loan during such extension
pursuant to Section 4.04 and in accordance with the amortization schedule of
such Mortgage Loan without modification thereof by reason of such arrangements.

                  Notwithstanding the foregoing, in the event that any Mortgage
Loan is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the Servicing
Standard, 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"), provided, however, that in
determining which course of action permitted by this sentence it shall pursue,
the Master Servicer shall adhere to the Loss Mitigation Action Plan. The Master
Servicer's analysis supporting any forbearance and the conclusion that any
forbearance meets the Servicing Standard and the Loss Mitigation Action Plan
shall be reflected in writing in the Mortgage File.

                  In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Mortgage Rates, Monthly Payments or Principal Balances that were
made by the Master Servicer in a manner not consistent with the Servicing
Standard, the Master Servicer, upon discovery or receipt of notice thereof,
immediately shall deposit in the Collection Account from its own funds, without
reimbursement, the amount of any such shortfall and shall indemnify and hold
harmless the Trust Fund, the Trustee, the Depositor, the Guarantor and any
successor Master Servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement.

                  SECTION 3.03.     Notification of Adjustments.

                  On each Adjustment Date, the Master Servicer shall make
interest rate adjustments for each Group II Mortgage Loan in compliance with the
requirements of the related Mortgage and Mortgage Note and Applicable
Regulations. The Master Servicer shall execute and deliver the notices required
by each Mortgage and Mortgage Note and Applicable Regulations regarding interest
rate adjustments. The Master Servicer also shall provide timely notification to
the Trustee and the Guarantor of all applicable data and information regarding
such interest rate adjustments and the Master Servicer's methods of implementing
such interest rate adjustments. Upon the discovery by the Master Servicer or the
Trustee that the Master Servicer has failed to adjust or has incorrectly
adjusted a Mortgage Rate or a Monthly Payment pursuant to the terms of the
related Mortgage Note and Mortgage, the Master Servicer shall immediately
deposit in the Collection Account from its own funds the amount of any interest
loss caused thereby without reimbursement therefor; provided, however, the
Master Servicer shall be held harmless with respect to any interest rate
adjustments made by any master servicer prior to the Master Servicer.

                  SECTION 3.04.     Collection Account, Escrow Account and
                                    Distribution Account.

                  (a) Collection Account. On behalf of the Trust Fund, the
Master Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain in the name of the Trustee one
or more accounts (such account or accounts, the "Collection Account") in
accordance with this Section 3.04, held in trust for the benefit of the


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Certificateholders and the Guarantor.

                  (b) Deposits to the Collection Account. The Master Servicer
shall deposit or cause to be deposited in the clearing account (which account
must be an Eligible 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 Master Servicer's receipt thereof, and shall thereafter deposit in the
Collection Account, in no event more than two Business Days after the deposit of
such funds into the clearing account, as and when received or as otherwise
required hereunder, and retain therein, the following payments and collections
received or made by it subsequent to the Cut-off Date with respect to the
Mortgage Loans or payments (other than Principal Prepayments) received by it on
or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:

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

                  (ii) all payments on account of interest on the Mortgage Loans
         and REO Properties adjusted to the Net Mortgage Rate;

                  (iii) all Insurance Proceeds and Liquidation Proceeds (other
         than proceeds to be held in the Escrow Account and applied to the
         restoration or repair of the Mortgaged Property or released to the
         Mortgagor in accordance with the Servicing Standard) and any amounts
         received in respect of the rental of any REO Property prior to REO
         Disposition;

                  (iv) all proceeds related to the purchase, substitution or
         repurchase of any Mortgage Loan or REO Property in accordance with
         Section 2.03;

                  (v) any amounts required to be deposited by the Master
         Servicer pursuant to Section 3.09 in connection with the deductible
         clause in any blanket hazard insurance policy, such deposit being made
         from the Master Servicer's own funds, without reimbursement therefor;

                  (vi) any amounts required to be deposited by the Master
         Servicer pursuant to Section 3.06 in connection with any losses
         realized on Permitted Investments with respect to funds held in the
         Collection Account;

                  (vii) any amounts required to be deposited by the Master
         Servicer pursuant to Section 3.03 in connection with an error in the
         interest rate adjustments calculated by the Master servicer for any
         Group II Mortgage Loan;

                  (viii) all Prepayment Charges collected by the Master
         Servicer, all Prepayment Charges payable by the Master Servicer
         pursuant to Section 2.03(e)(ii)(A) and all Master Servicer Prepayment
         Charge Payments Amounts payable by the Master Servicer pursuant to
         Section 2.03(e)(ii)(B) as limited by Section 2.03(e)(iii); and

                  (ix) without duplication, all payments of claims under the PMI
Policy and any payments made by the Master Servicer pursuant to Section 3.24.

                  The foregoing requirements for deposit to the Collection
Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of late payment
charges, assumption fees, insufficient funds charges, modification fees and
other ancillary fees (but not Prepayment Charges) need not be deposited by the
Master Servicer in the Collection Account and shall upon collection, belong to
the Master Servicer as additional compensation for its servicing activities. In
the event the Master 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.



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<PAGE>



                  (c) Escrow Account. The Master Servicer shall segregate and
hold all funds collected and received pursuant to each Mortgage Loan which
constitute Escrow Payments separate and apart from any of its own funds and
general assets and shall establish and maintain in the name of the Trustee one
or more accounts (such account or accounts, the "Escrow Account") held in trust
for the benefit of the Certificateholders and the Guarantor.

                  (d) Deposits to the Escrow Account. The Master Servicer shall
deposit or cause to be deposited in the clearing account (which account must be
an Eligible 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 Master
Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account,
in no event more than two Business Days after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder, and
retain therein:

                  (i) all Escrow Payments collected on account of the Mortgage
         Loans, for the purpose of effecting timely payment of any such items as
         required under the terms of this Agreement; and

                  (ii) all Insurance Proceeds which are to be applied to the
         restoration or repair of any Mortgaged Property.

                  (e) Distribution Account. On behalf of the Trust Fund, the
Trustee shall segregate and hold all funds collected and received pursuant to
this Agreement separate and apart from any of its own funds and general assets
and shall establish and maintain in the name of the Trust one or more segregated
accounts (such account or accounts, the "Distribution Account"), held in trust
for the benefit of the Certificateholders and the Guarantor.

                  (f) Trustee Deposits to the Distribution Account. Upon
receipt, the Trustee shall deposit or cause to be deposited into the
Distribution Account all payments of any nature received from the Master
Servicer in accordance with this Agreement. The Trustee shall deposit in the
Distribution Account any amounts required to be deposited pursuant to Section
3.06 in connection with losses realized on Permitted Investments with respect to
funds held in the Distribution Account.

                  (g) Master Servicer Transfer of Funds to the Distribution
Account. On behalf of the Trust Fund, the Master Servicer shall deliver to the
Trustee in immediately available funds for deposit in the Distribution Account
by 3:00 p.m. (New York time) on the Master Servicer Remittance Date, (i) that
portion of Available Funds (calculated without regard to the references in the
definition thereof to amounts that may be deposited to the Distribution Account
from a different source as provided herein or that may be withdrawn therefrom by
the Trustee pursuant to the second clause (e) of the definition of "Available
Funds") for the related Distribution Date then on deposit in the Collection
Account, (ii) without duplication, the amount of all Prepayment Charges
collected by the Master Servicer, all Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(e)(ii)(A) and all Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section
2.03(e)(ii)(B), subject to Section 2.03(e)(iii) (in each case to the extent not
related to Principal Prepayments occurring after the related Prepayment Period)
and (iii) any amounts reimbursable to an Advancing Person pursuant to Section
3.23.

                  In addition, the Master Servicer shall deliver to the Trustee
from time to time as required by this Agreement, for deposit and the Trustee
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
         3.13 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 3.16 and Section
         10.01;

                  (iv) any Compensating Interest as required pursuant to Section
         4.04;


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<PAGE>



                  (v) any amounts required to be paid to the Trustee from the
         assets of the Trust Fund on deposit in the Collection Account pursuant
         to this Agreement, including but not limited to amounts required to be
         paid to the Trustee pursuant to Section 7.02 and Section 8.05.


                  Funds held in the Collection Account pursuant to Section
3.04(b) may at any time may be delivered by the Master Servicer to the Trustee
for deposit into the Distribution Account and for all purposes of this Agreement
shall be deemed to be a part of the Collection Account until the Business Day
prior to the Distribution Date; provided, however, that the Trustee shall have
the sole authority to withdraw any funds held pursuant to this paragraph. In the
event the Master 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.

                  (h) Investment of Account Funds. Funds in on deposit in the
Collection Account, the Distribution Account, any REO Account and any Escrow
Account may be invested in Permitted Investments in accordance with the
provisions set forth in Section 3.06. Any investment earnings or interest paid
on funds deposited in the Collection Account, any REO Account and any Escrow
Account (subject to Section 3.05(b)) shall accrue to the benefit of the Master
Servicer and the Master Servicer shall be entitled to retain and withdraw such
interest from each such account on a daily basis. Any investment earnings or
interest paid on funds deposited in the Distribution Account, shall accrue to
the benefit of the Trustee and the Trustee shall be entitled to retain and
withdraw such interest from each such account on a daily basis.

                  Funds on deposit in the Pre-Funding Accounts, the Interest
Coverage Accounts and the Net WAC Rate Carryover Reserve Account may be invested
in permitted investments in accordance with Section 3.06 subject to any
limitations set forth in Section 4.10 (with respect to the Pre-Funding
Accounts), Section 4.11 (with respect to the Interest Coverage Accounts) and
Section 4.12 (with respect to the Net WAC Rate Carryover Reserve Account) and
any investment earnings or interest paid shall accrue to the benefit of the
party designated in such section.

                  (i) Creation, Location and Subsequent Transfers of Accounts:
Each account created pursuant to this Agreement must be an Eligible Account. On
or prior to the Closing Date, the Master Servicer and the Trustee shall give
notice to each other, the Guarantor, the NIMS Insurer and the Depositor of the
location of any account created by it pursuant to this Agreement, in the form
attached hereto as Exhibit S. From time to time, the Master Servicer and the
Trustee may each transfer any account created by it to a different depository
institution provided that upon such transfer notice is provided to all other
parties listed in the preceding sentence.

                  SECTION 3.05.     Permitted Withdrawals From the Collection
                                    Account, Escrow Account and Distribution
                                    Account.

                  (a) Collection Account. The Master Servicer may, from time to
time, withdraw from the Collection Account for 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
         3.04(g) or permitted to be so remitted pursuant to the last paragraph
         of Section 3.04(g);

                  (ii) to reimburse itself for (a) any unpaid Servicing Fees,
         (b) any unreimbursed Servicing Advances, and (c) any unreimbursed
         Advances, the Master Servicer's right to reimburse itself pursuant to
         this subclause (ii) being limited to any Late Collections, Liquidation
         Proceeds, and Insurance Proceeds received on the related Mortgage Loan
         and any amounts received in respect of the rental of the related REO
         Property prior to an REO Disposition that represent payments of
         principal and/or interest respecting which any such advance was made;

                  (iii) to reimburse itself for (a) any unpaid Servicing Fees to
         the extent not recoverable under


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<PAGE>



         Section 3.05(a)(ii) and (b) any unpaid Advances or Servicing Advances
         that have been deemed Nonrecoverable Advances;

                  (iv) to pay to itself any Prepayment Interest Excess pursuant
         to Section 4.04;

                  (v) to reimburse itself for any amounts paid pursuant to
         Section 3.12 and/or 3.13(b) (and not otherwise previously reimbursed);

                  (vi) to pay to itself as servicing compensation any interest
         earned on funds in the Collection Account (all such interest to be
         withdrawn monthly not later than each Master Servicer Remittance Date);

                  (vii) subject to Section 4.04(b), to reimburse the Master
         Servicer in respect of any unreimbursed Advances to the extent of funds
         held in the Collection Account for future distribution that were not
         included in Available Funds for the preceding Distribution Date;

                  (viii) to reimburse the Master Servicer for expenses incurred
         by or reimbursable to the Master Servicer pursuant to Section 6.03, up
         to an amount equal to $500,000 in any calendar year (any amounts in
         excess thereof being reimbursable in accordance with Section
         4.01(a)(vi));

                  (ix) to remit to the Trustee any amounts that the Trustee is
         permitted to be paid or reimbursed from the assets of the Trust Fund
         pursuant to the terms of this Agreement, including the terms of Section
         7.02(a) and Section 8.05 of this Agreement, up to an amount equal to
         $100,000 in any calendar year (any amounts in excess thereof being
         reimbursable in accordance with Section 4.01(a)(vii) and provided that
         any amount still remaining unpaid to the Trustee in any calender year
         shall be reimbursable from any subsequent calendar years, subject to
         the foregoing cap, until fully paid);

                  (x) to reimburse the NIMS Insurer, the Master Servicer (if the
         Master Servicer is not an Affiliate of the Seller), the Guarantor or
         the Trustee, as the case may be, for enforcement expenses reasonably
         incurred in respect of the breach or defect giving rise to the purchase
         obligation under Section 2.03 of this Agreement that were included in
         the Purchase Price of the Mortgage Loan, including any expenses arising
         out of the enforcement of the purchase obligation; provided, however,
         that the reimbursement to the NIMS Insurer pursuant to this clause
         shall be limited to an annual amount of $25,000;

                  (xi) to transfer funds in the Collection Account maintained at
         a particular depository to the Collection Account maintained at a
         different depository, pursuant to Section 3.04(i);

                  (xii) to pay the PMI Insurer the PMI Insurer Fee; and

                  (xiii) to clear and terminate the Collection Account upon the
         termination of this Agreement.

                  The foregoing requirements for withdrawal from the Collection
Account shall be exclusive. In the event the Master 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) Escrow Account. The Master Servicer may, from time to
time, withdraw from the Escrow Account for the following purposes:

                  (i) to effect payments of ground rents, taxes, assessments,
         water rates, hazard insurance premiums and comparable items;

                  (ii) to reimburse the Master Servicer for any Servicing
         Advance made by the Master Servicer with respect to a related Mortgage
         Loan but only from amounts received on the related Mortgage Loan which
         represent late payments or Late Collections of Escrow Payments
         thereunder;


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                  (iii) to refund to the Mortgagor any funds as may be
         determined to be overages;

                  (iv) for transfer to the Collection Account in accordance with
         the terms of this Agreement;

                  (v) for application to restoration or repair of the Mortgaged
         Property;

                  (vi) to pay to the Master Servicer, or to the Mortgagor to the
         extent required by the related Mortgage Loan or Applicable Regulations,
         any interest paid on the funds deposited in the Escrow Account;

                  (vii) to clear and terminate the Escrow Account on the
         termination of this Agreement; and

                  (viii) to transfer to the Collection Account any Insurance
         Proceeds.

                  In the event the Master Servicer shall deposit in an Escrow
Account any amount not required to be deposited therein, it may at any time
withdraw such amount from such Escrow Account, any provision herein to the
contrary notwithstanding. As part of its servicing duties, the Master Servicer
shall pay to the Mortgagor interest on funds in the Escrow Account, to the
extent required by the related Mortgage Loan or Applicable Regulations, and to
the extent that interest earned on funds in the Escrow Account is insufficient,
shall pay such interest from its own funds, without any reimbursement therefor.
The Master Servicer may pay to itself any excess interest on funds in the Escrow
Account, to the extent such action is in conformity with the Servicing Standard,
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.

                  (c) Distribution Account. The Trustee shall, from time to
time, make withdrawals from the Distribution Account, for any of the following
purposes:

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

                  (ii) to pay to itself amounts to which it is entitled pursuant
         to Section 8.05;

                  (iii) to pay itself any interest income earned on funds
         deposited in the Distribution Account pursuant to Section 3.06;

                  (iv) to reimburse itself pursuant to Section 7.01(b) and
         Section 7.02(a); and

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

                  SECTION 3.06.     Investment of Funds in the Collection
                                    Account, the Escrow Account, the REO Account
                                    and the Distribution Account.

                  (a) The Master Servicer may direct any depository institution
maintaining the Collection Account, the Escrow Account (subject to Section
3.05(b)), and the REO Account and the Trustee may direct any depository
institution maintaining the Distribution Account, (for purposes of this Section
3.06, each an "Investment Account"), to invest the funds in such Investment
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 is the obligor thereon, and (ii) no later than the date on which
such funds are required to be withdrawn from such Investment Account pursuant to
this Agreement, if the Trustee is the obligor thereon. All such Permitted
Investments shall be held to maturity, unless payable on demand. Any investment
of funds in an Investment Account shall be made in the name of the 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 Escrow Account, and the
REO Account) over each such investment and (except with respect to the income on
funds held in the Collection Account, the Escrow Account and the REO Account)
the income thereon, and any certificate or other instrument evidencing any such
investment shall be delivered directly to the Trustee or its agent, together
with any


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document of transfer necessary to transfer title to such investment to the
Trustee or its nominee. In the event amounts on deposit in the Distribution
Account are at any time invested in a Permitted Investment payable on demand,
the Trustee shall:

                  (i) 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

                  (ii) 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 in the nature of interest from the investment
of funds in the Collection Account, the Escrow Account (subject to Section
3.05(b)) and the REO Account shall be for the benefit of the Master Servicer as
compensation for the Master Servicer's services pursuant to this Agreement. The
Master Servicer shall deposit in the Collection Account, the Escrow Account, and
the REO Account from its own funds the amount of any loss incurred in respect of
any such Permitted Investment made with funds in such account immediately upon
realization of such loss.

                  (c) All income in the nature of interest or earnings from the
investment of funds in the Distribution Account shall be for the benefit of the
Trustee as compensation for the Trustee's services pursuant to this Agreement.
The Trustee shall deposit in the Distribution Account from its own funds the
amount of any loss incurred on Permitted Investments in the Distribution
Account.

                  (d) Funds on deposit in the Pre-Funding Accounts, the Interest
Coverage Accounts and the Net WAC Rate Carryover Reserve Account may be invested
in permitted investments in accordance with this Section 3.06 subject to any
limitations set forth in Section 4.10 (with respect to the Pre-Funding
Accounts), Section 4.11 (with respect to the Interest Coverage Accounts) and
Section 4.12 (with respect to the Net WAC Rate Carryover Reserve Account) and
any investment earnings or interest paid shall accrue to the benefit of the
party designated in such section.

                  (e) 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(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 3.07.     Payment of Taxes, Insurance and Other
                                    Charges.

                  With respect to each Mortgage Loan, the Master Servicer shall
maintain accurate records reflecting the status of ground rents, taxes,
assessments, water rates and other charges which are or may become a lien upon
the Mortgaged Property and the status of fire and hazard insurance coverage and,
as to those Mortgage Loans subject to a voluntary escrow agreement, shall
obtain, from time to time, all bills for the payment of such charges (including
renewal premiums) and shall effect payment thereof prior to the applicable
penalty or termination date and at a time appropriate for securing maximum
discounts allowable, employing for such purpose deposits of the Mortgagor in the
Escrow Account which shall have been estimated and accumulated by the Master
Servicer in amounts sufficient for such purposes, as allowed under the terms of
the Mortgage or Applicable Regulations. The Master Servicer assumes full
responsibility for the timely payment of all such bills and shall effect timely
payments of all such bills irrespective of the Mortgagor's faithful performance
in the payment of same or the making of the Escrow Payments and shall make
Servicing Advances from its own funds to effect such payments. To the extent
that the Mortgage does not provide for Escrow Payments, the Master Servicer
shall use reasonable efforts consistent with the Servicing Standard to determine
that any such payments are made by the Mortgagor at the time they first become
due and shall ensure that the Mortgaged Property is not lost to a tax lien as a
result of nonpayment and that such Mortgaged Property is not left uninsured.


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                  SECTION 3.08.     Maintenance of Hazard Insurance.

                  The Master Servicer shall cause to be maintained for each
Mortgage Loan fire and hazard insurance with extended coverage as is customary
in the area where the Mortgaged Property is located in an amount which is at
least equal to the lesser of (i) 100% of the maximum insurable value of the
improvements securing the Mortgage Loan and (ii) the Stated 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. 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
Master Servicer will cause to be maintained a flood insurance policy in respect
thereof meeting the requirements of the current guidelines of the Federal
Insurance Administration with a generally acceptable insurance carrier. Such
flood insurance shall be in an amount equal to the least of (i) the Stated
Principal Balance of the Mortgage Loan, (ii) 100% of the maximum insurable value
of the improvements securing the Mortgage Loan and (iii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968 and
the Flood Disaster Protection Act of 1973, each as amended. The Master Servicer
shall also maintain on the REO Property for the benefit of the
Certificateholders and the Guarantor, (x) fire and hazard insurance with
extended coverage in an amount which is at least equal to the lesser of (i) 100%
of the maximum insurable value of the improvements which are a part of such
property and (ii) the Stated Principal Balance of the related Mortgage Loan at
the time it became a REO Property, (y) public liability insurance covered under
the Master Servicer's general liability policy and, (z) to the extent required
and available under the National Flood Insurance Act of 1968 and the Flood
Disaster Protection Act of 1973, each as amended, flood insurance in an amount
as provided above. Any amounts collected by the Master Servicer under any such
policies other than amounts to be deposited in the Escrow Account and applied to
the restoration or repair of the Mortgaged Property or REO Property, or released
to the Mortgagor in accordance with the Servicing Standard, shall be deposited
in the Collection Account, subject to withdrawal pursuant to Section 3.05. It is
understood and agreed that no earthquake or other additional insurance is
required to be maintained by the Master Servicer or the Mortgagor or maintained
on property acquired in respect of the Mortgage Loan, other than pursuant to
such Applicable Regulations as shall at any time be in force and as shall
require such additional insurance. All such policies shall be endorsed with
standard mortgagee clauses with loss payable to the Master Servicer and shall
provide for at least thirty days prior written notice to the Master Servicer of
any cancellation, reduction in the amount of or material change in coverage to
the Master Servicer. The Master Servicer shall not interfere with the
Mortgagor's freedom of choice in selecting either his insurance carrier or
agent; provided, however, that the Master Servicer shall not accept any such
insurance policies from insurance companies unless such companies currently
reflect a general policy rating of B:III or better in Best's Key Rating Guide
and are licensed to do business in the state wherein the property subject to the
policy is located.

                  SECTION 3.09.     Maintenance of Mortgage Blanket Insurance
                                    Policy.

                  In the event that the Master Servicer shall obtain and
maintain a blanket policy issued by an insurer that has a general policy rating
of B:III or better in Best's Key Rating Guide insuring against hazard losses on
all of the Mortgage Loans, then, to the extent such policy provides coverage in
an amount equal to the amount required pursuant to Section 3.08 and otherwise
complies with all other requirements of Section 3.08, it shall conclusively be
deemed to have satisfied its obligations as set forth in Section 3.08, it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property or REO Property a policy complying
with Section 3.08, and there shall have been a loss which would have been
covered by such policy, deposit in 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 master servicer of the Mortgage
Loans, the Master Servicer agrees to prepare and present, on behalf of the
Trustee, claims under any such blanket policy in a timely fashion in accordance
with the terms of such policy. Upon request of the Trustee, the Master Servicer
shall cause to be delivered to the Trustee a certified true copy of such policy
and a statement from the insurer thereunder that such policy shall in no event
be terminated or materially modified without thirty days prior written notice to
the Trustee.

                  SECTION 3.10.     Fidelity Bond, Errors and Omissions
                                    Insurance.



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                  The Master Servicer shall maintain, at its own expense, a
blanket fidelity bond (the "Fidelity Bond") and an errors and omissions
insurance policy, with broad coverage with financially responsible companies on
all officers, employees or other persons acting in any capacity with regard to
the Mortgage Loans to handle funds, money, documents and papers relating to the
Mortgage Loans. The Fidelity Bond and errors and omissions insurance shall be in
the form of the Mortgage Banker's Blanket Bond and shall protect and insure the
Master Servicer against losses, including forgery, theft, embezzlement, fraud,
errors and omissions and negligent acts of such persons. Such Fidelity Bond
shall also protect and insure the Master Servicer against losses in connection
with the failure to maintain any insurance policies required pursuant to this
Agreement and the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.10 requiring the Fidelity Bond and errors and omissions insurance
shall diminish or relieve the Master Servicer from its duties and obligations as
set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts required
by Freddie Mac in the Freddie Mac Master Servicer's Guide. Upon request of the
Trustee or the NIMS Insurer, the Master Servicer shall cause to be delivered to
the Trustee or the NIMS Insurer, as applicable, a certified true copy of the
Fidelity Bond and errors and omissions insurance policy and a statement from the
surety and the insurer that such Fidelity Bond and errors and omissions
insurance policy shall in no event be terminated or materially modified without
thirty days' prior written notice to the Trustee and the NIMS Insurer.

                  SECTION 3.11.     Due-on-Sale Clauses; Assumption and
                                    Substitution Agreements.

                  When a Mortgaged Property has been or is about to be conveyed
by the Mortgagor, the Master Servicer shall, to the extent it has knowledge of
such conveyance or prospective conveyance, exercise its rights to accelerate the
maturity of the related Mortgage Loan under any "due-on-sale" clause contained
in the related Mortgage or Mortgage Note; provided, however, that the Master
Servicer shall not be required to take such action if in its sole business
judgment the Master 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. In such event, the Master Servicer shall make reasonable efforts to
enter into an assumption and modification agreement with the Person to whom such
property has been or is about to be conveyed, pursuant to which such Person
becomes liable under the Mortgage Note and, unless prohibited by applicable law
or the Mortgage, the Mortgagor remains liable thereon. If the foregoing is not
permitted under applicable law, the Master Servicer is 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
Mortgagor and becomes liable under the Mortgage Note provided that no such
substitution should be permitted unless such person satisfies the underwriting
criteria of the Master Servicer and has a credit risk rating at least equal to
that of the original Mortgagor. The Mortgage Loan, as assumed, shall conform in
all respects to the requirements, representations and warranties of this
Agreement. The Master Servicer shall notify the Trustee that any such assumption
or substitution agreement has been completed by forwarding to the Trustee the
original copy of such assumption or substitution agreement (indicating the
Mortgage File to which it relates) which copy shall be added by the Trustee to
the related Mortgage File and which 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 Master Servicer shall be
responsible for recording any such assumption or substitution agreements. In
connection with any such assumption or substitution agreement, the Monthly
Payment on the related Mortgage Loan shall not be changed but shall remain as in
effect immediately prior to the assumption or substitution, the stated maturity
or outstanding principal amount of such Mortgage Loan shall not be changed nor
shall any required monthly payments of principal or interest be deferred or
forgiven. Any fee collected by the Master Servicer for consenting to any such
conveyance or entering into an assumption or substitution agreement shall be
retained by or paid to the Master Servicer as additional servicing compensation.

                  Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Master Servicer shall not be deemed to be in default,
breach or any other violation of its obligations hereunder by reason of any
assumption of a Mortgage Loan by operation of law or by the terms of the
Mortgage Note or any assumption which the Master Servicer may be restricted by
law from preventing, for any reason whatever.

                  SECTION 3.12.     Realization Upon Defaulted Mortgage Loans.

                  (a) The Master Servicer shall, consistent with the Servicing
Standard and specifically the Loss


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Mitigation Action Plan, foreclose upon or otherwise comparably convert the
ownership of properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made for
collection of delinquent payments pursuant to Section 3.02. The Master Servicer
shall be responsible for all costs and expenses incurred by it in any such
proceedings; provided, however, that such costs and expenses will be recoverable
as Servicing Advances by the Master Servicer as contemplated in Section 3.05 and
Section 3.13.

                  (b) Notwithstanding the foregoing provisions of this Section
3.12, with respect to any Mortgage Loan as to which the Master Servicer has
received actual notice of, or has actual knowledge of, the presence of any toxic
or hazardous substance on the related Mortgaged Property, the Master Servicer
shall not either (i) obtain title to such Mortgaged Property as a result of, or
in lieu of, foreclosure 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 Master Servicer has
also previously determined, based on its reasonable judgment and a customary
report prepared by a Person who regularly conducts environmental audits using
customary industry standards, stating 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 Certificateholders and the Guarantor 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 Certificateholders and the Guarantor to take
         such actions with respect to the affected Mortgaged Property.

                  If the Master Servicer determines, with the consent of the
Guarantor, that it is in the best economic interest of the Certificateholders
and the Guarantor to take such actions as are necessary to bring any such
Mortgaged Property into compliance with applicable environmental laws, or to
take such action with respect to the containment, clean-up or remediation of
hazardous substances, hazardous materials, hazardous wastes, or petroleum based
materials affecting any such Mortgaged Property, then the Master Servicer shall
take such action as it deems to be in the best economic interest of the
Certificateholders and the Guarantor.

                  Any environmental audit report relied upon by the Master
Servicer pursuant to this Section 3.12(b) shall be acceptable to the Guarantor
and prepared by a Person, agreed upon by the Guarantor and the NIMS Insurer;
provided, however, that the Guarantor shall consult with the NIMS Insurer, but
the final decision to approve such Person shall be in the Guarantor's sole
discretion.

                  The cost of the environmental audit report and any
environmental compliance, containment, clean-up or remediation costs
contemplated by this Section 3.12 shall be advanced by the Master Servicer,
subject to the Master Servicer's right to be reimbursed therefor from the
Collection Account as provided in Section 3.05, such right of reimbursement
being prior to the rights of the Certificateholders to receive any amount in the
Collection Account received in respect of the affected Mortgage Loan or other
Mortgage Loans.

                  (c) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds or Liquidation Proceeds, in respect of any Mortgage Loan,
will be applied in the following order of priority: first, to reimburse the
Master Servicer for any related unreimbursed Servicing Advances and Advances,
pursuant to Section 3.05(a)(ii) or (iii); second, to accrued and unpaid interest
on the Mortgage Loan, to the date of the Final Recovery Determination, or to the
Due Date prior to the Distribution Date on which such amounts are to be
distributed if not in connection with a Final Recovery Determination; and third,
as a recovery of principal of the Mortgage Loan. If the amount of the recovery
so allocated to interest is less


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than the full amount of accrued and unpaid interest due on such Mortgage Loan,
the amount of such recovery will be allocated by the Master Servicer as follows:
first, to unpaid Servicing Fees; and second, to the balance of the interest then
due and owing. The portion of the recovery so allocated to unpaid Servicing Fees
shall be reimbursed to the Master Servicer pursuant to Section 3.05(a)(iii).

                  SECTION 3.13.     Title, Management and Disposition of REO
                                    Property.

                  (a) Title. The Master Servicer is hereby authorized and
empowered to take title in, and transfer title from, the name of the Trustee
pursuant to the power of attorney granted in Section 3.01 without further
documentation of the Master Servicer's status as attorney-in-fact for the
Trustee on behalf of the Trust for any action described in this Section 3.13. In
the event that title to a Mortgaged Property is acquired in foreclosure or by
deed in lieu of foreclosure, the deed or certificate of sale shall be taken in
the name of the Trustee, on behalf of the Certificateholders and the Guarantor,
or in the event the Trustee is not authorized or permitted to hold title to real
property in the state where the REO Property is located, or would be adversely
affected under the "doing business" or tax laws of such state by so holding
title, the deed or certificate of sale shall be taken in the name of such Person
or Persons as shall be consistent with an Opinion of Counsel obtained by the
Master Servicer from an attorney duly licensed to practice law in the state
where the REO Property is located. Any Person or Persons holding such title
other than the Trustee shall acknowledge in writing that such title is being
held as nominee for the benefit of the Trustee.

                  (b) REO Account. The Master 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 Master Servicer shall be permitted to allow
the Collection Account to serve as the REO Account, subject to separate ledgers
for each REO Property. The Master Servicer shall be entitled to retain or
withdraw any interest income paid on funds deposited in the REO Account as
additional servicing compensation.

                  The Master Servicer shall deposit or cause to be deposited, in
the clearing account (which account must be an Eligible 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 Master Servicer's receipt thereof, and
shall thereafter deposit in the REO Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, all revenues
received with respect to the related REO Property and shall withdraw therefrom
funds necessary for the proper operation, management and maintenance of the REO
Property, including the cost of maintaining any hazard insurance pursuant to
Section 3.08 hereof and the fees of any managing agent acting on behalf of the
Master Servicer. If as of the date title to any REO Property was acquired by the
Master Servicer there were outstanding unreimbursed Servicing Advances or
Advances with respect to the REO Property, the Master Servicer, upon an REO
Disposition of such REO Property, shall be entitled to reimbursement for any
related (a) unpaid Servicing Fees, (b) unreimbursed Advances, and (c)
unreimbursed Servicing Advances from proceeds received in connection with such
REO Disposition. The proceeds from the REO Disposition, net of any payment to
the Master Servicer as provided above, shall be deposited in the REO Account. On
or before each Determination Date, the Master Servicer shall withdraw from each
REO Account and deposit into the Collection Account the net receipts from the
REO Property on deposit in the REO Account and retain any interest.

                  (c) Management and Disposition. Subject only to the REMIC
restrictions set forth in Section 3.13(d) below, the Master Servicer shall use
its best efforts to dispose of the REO Property as promptly as is practically
consistent with the Servicing Standard at such price and upon such terms and
conditions as the Master Servicer deems to be in the best interest of the
Certificateholders and the Guarantor.

                  Notwithstanding the Master Servicer's obligation to the
Certificateholders to manage and operate (including the collection of rents from
existing tenants and management of any leases acquired with the REO Property to
the extent applicable) the REO Property from the date of acquisition until the
date of sale, neither the Master Servicer nor the Trustee shall knowingly:



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

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

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

                  (iv) authorize any Person to Directly Operate any REO Property
         on any date more than 90 days after its date of acquisition by the
         Trust Fund;

unless, in any such case, (A) the Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee, the Guarantor and the NIMS Insurer, 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 REMIC 1, and (B) the Master Servicer has received
written notice from the Trustee that it has received written consent from the
Guarantor and the NIMS Insurer that the specific action may be taken.

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

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

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

                  (iii) none of the provisions of this Section 3.13(c) relating
         to any such contract or to actions taken through any such Independent
         Contractor shall be deemed to relieve the Master Servicer of any of its
         duties and obligations to the Trustee on behalf of the
         Certificateholders with respect to the operation and management of any
         such REO Property; and

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

                  The Master Servicer shall be entitled to enter into any
agreement with any Independent Contractor performing services for it related to
its duties and obligations hereunder for indemnification of the Master Servicer
by such Independent Contractor, and nothing in this Agreement shall be deemed to
limit or modify such indemnification. The Master Servicer shall be solely liable
for all fees owed by it to any such Independent Contractor, irrespective of
whether the Master Servicer's compensation pursuant to Section 3.18 is
sufficient to pay such fees. The Master Servicer shall not engage an Independent
Contractor to engage in any activities that the Master Servicer would not be
permitted to engage in itself in accordance with the other provisions of this
Agreement (including the Loss Mitigation Action Plan).

                  In the event the Master Servicer temporarily rents any REO
Property it shall furnish to the Trustee and the Guarantor, upon reasonable
request, on each Master Servicer Remittance Date, an operating statement for
each REO Property covering the operation of each REO Property for the previous
month. Such operation statement shall be accompanied by such other information
as the Trustee shall reasonably request.


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                  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 and an Opinion of Counsel is obtained by the Master Servicer to
the effect that such sale shall not cause any Trust REMIC to fail to qualify as
a REMIC).

                  (d) REMIC Restrictions. The Master Servicer shall have the
full power and authority, subject only to the specific requirements of the
Servicing Standard, to effect, for the Certificateholders, the Guarantor and the
Trust Fund, the prompt disposition and sale of any REO Property 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 the related REMIC of any "income from non-permitted assets" within
the meaning of Section 860F(a)(2)(B) of the Code, or any "net income from
foreclosure property" which is subject to taxation under the REMIC Provisions.

                  In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer shall dispose of such REO Property as soon as
practical and in any event not later than the end of the third taxable year
after the year of its acquisition by the Trust Fund unless the Master Servicer
has received a grant of extension from the Internal Revenue Service to the
effect that, under the REMIC Provisions and any relevant proposed legislation
and under applicable state law, the applicable Trust REMIC may hold REO Property
for a longer period without adversely affecting the REMIC status of such REMIC
or causing the imposition of a federal or state tax upon such REMIC. If the
Master Servicer has received such an extension, then the Master Servicer shall
continue to attempt to sell the REO Property for its fair market value for such
period longer than three years as such extension permits (the "Extended
Period"). If the Master Servicer has not received such an extension and the
Master Servicer is unable to sell the REO Property within the period ending
three months before the end of such third taxable year after its acquisition by
the Trust Fund or if the Master Servicer has received such an extension, and the
Master Servicer is unable to sell the REO Property within the period ending
three months before the close of the Extended Period, the Master Servicer shall,
before the end of the three year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property's fair
market value or (ii) auction the REO Property to the highest bidder (which may
be the Master Servicer) in an auction reasonably designed to produce a fair
price prior to the expiration of the three-year period or the Extended Period,
as the case may be. The Trustee shall sign any document or take any other action
reasonably requested by the Master Servicer which the Master Servicer determines
would enable the Master Servicer, on behalf of the Trust Fund, to request such
grant of extension.

                  Notwithstanding any other provisions of this Agreement, no REO
Property acquired by the Trust Fund shall be rented (or allowed to continue to
be rented) or otherwise used by or on behalf of the Trust Fund in such a manner
or pursuant to any terms that would: (i) cause such REO Property to fail to
qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code; or (ii) subject any Trust REMIC to the imposition of any federal
income taxes on the income earned from such REO Property, including any taxes
imposed by reason of Sections 860F or 860G(c) of the Code, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with respect
to the imposition of any such taxes.

                  (e) Deficiency Judgments. The Holders of the Class R
Certificates shall be deemed to have purchased the ownership interest held by
the Holders of the Regular Certificates in any Liquidated Mortgage Loan. After
such repurchase, the Master Servicer, if requested by such Certificateholders
and if offered suitable indemnification and reimbursement for expenses, may seek
a deficiency judgment to the extent permitted by law against the Mortgagor under
such Liquidated Mortgage Loan on behalf of the Holders of the Class R
Certificates to the extent of any Realized Loss.

                  SECTION 3.14.     REO Property Inspections.

                  The Master Servicer shall cause each REO Property to be
inspected promptly upon the acquisition of title thereto and shall cause each
REO Property to be inspected at least annually thereafter. The Master Servicer
shall make or cause to be made an electronic report of each such inspection.
Such reports shall be retained by the Master Servicer and versions thereof shall
be forwarded by the Master Servicer to the Trustee and the Guarantor upon
request.

                  SECTION 3.15.     Reports of Foreclosure and Abandonment of
                                    Mortgaged Properties.



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                  On or before May 31st of each year beginning in 2003, the
Master Servicer shall file the reports of foreclosure and abandonment of any
Mortgaged Property required by Section 6050J of the Code and cancellation of
indebtedness required under Section 6050P of the Code with the Internal Revenue
Service. The reports from the Master Servicer shall be made in a timely fashion
and in form and substance sufficient to meet the reporting requirements imposed
by such Section 6050J and 6050P of the Code.

                  SECTION 3.16.     Optional Purchase of Defaulted Mortgage
                                    Loans by the NIMS Insurer or the Master
                                    Servicer.

                  (a) The NIMS Insurer may, at its option, purchase a Mortgage
Loan which has become 90 or more days delinquent or for which the Master
Servicer has accepted a deed in lieu of foreclosure. In exercising this optional
right of repurchase, the NIMS Insurer shall not use any procedure in selecting
Mortgage Loans to be repurchased which is materially adverse to the interests of
the Certificateholders or the Guarantor.

                  (b) During the first full calendar month (but excluding the
last Business Day thereof) following a Mortgage Loan or related REO Property
becoming 90 days or more delinquent, the Master Servicer shall have the option,
but not the obligation to purchase from the Trust Fund any such Mortgage Loan or
related REO Property that is then still 90 days or more delinquent, which the
Master Servicer determines in good faith will otherwise become subject to
foreclosure proceedings (evidence of such determination to be delivered in
writing to the Trustee and the Guarantor prior to purchase).

                  If with respect to any delinquent Mortgage Loan or related REO
Property, the option of the Master Servicer set forth in the preceding paragraph
shall have arisen but the Master Servicer shall have failed to exercise such
option on or before the Business Day preceding the last Business Day of the
calendar month following the calendar month during which such Mortgage Loan or
related REO Property first became 90 days or more delinquent, then such option
shall automatically expire; provided, however, that if any such Mortgage Loan
shall cease to be 90 days or more delinquent but then subsequently shall again
become 90 days or more delinquent, then the Master Servicer shall be entitled to
another repurchase option with respect to such Mortgage Loan (and the related
REO Property) as provided in the preceding paragraph.

                  Notwithstanding the foregoing: (i) if the Master Servicer
purchases any delinquent Mortgage Loans pursuant to this Section 3.16(b), it
must purchase Mortgage Loans that are delinquent the greatest number of days
before it may purchase any that are delinquent any fewer number of days; (ii) if
the Master Servicer purchases some but not all Mortgage Loans that are
delinquent any given number of days, it must purchase Mortgage Loans having the
same delinquency status in the order of lowest Principal Balance to highest
Principal Balance; (iii) if with respect to any Distribution Date, the Guarantor
shall have consented in writing to the calculation of the Overcollateralization
Target Amount without regard to delinquency status of the Mortgage Pool, then
the Master Servicer shall not have the right to purchase any delinquent Mortgage
Loans pursuant to this Section 3.16(b) during the related Prepayment Period;
(iv) the Master Servicer may at any time relinquish its rights to purchase
delinquent Mortgage Loans pursuant to this Section 3.16(b) in writing delivered
to the Trustee and the Guarantor, and from and after the taking of such action
by the Master Servicer, the provisions of this Section 3.16(b) permitting the
purchase by the Master Servicer shall no longer be of any force or effect.

                  (c) Any Mortgage Loan or REO Property to be purchased pursuant
to Section 3.16(a)or (b) shall be purchased at a price equal to the Purchase
Price. Any purchase of a Mortgage Loan or the related REO Property pursuant to
Section 3.16(a) by the NIMS Insurer shall be accomplished by remittance of the
Purchase Price to the Master Servicer for deposit in the Collection Account. Any
purchase of a Mortgage Loan or the related REO Property pursuant to Section
3.16(b) by the Master Servicer shall be accomplished by deposit of the Purchase
Price in the Collection Account. Upon written certification of such deposit, the
Trustee shall release, or cause a Custodian to release, the related Mortgage
File to the purchaser (or its designee) and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
purchaser shall furnish and as shall be necessary to vest in the purchaser title
to any Mortgage Loan or related REO Property repurchased pursuant hereto.



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                  SECTION 3.17.     Trustee to Cooperate; Release of Files.

                  (a) Upon the payment in full of any Mortgage Loan, or the
receipt by the Master Servicer of a notification that payment in full shall be
escrowed in a manner customary for such purposes, the Master Servicer shall
deliver to the Trustee, in written (with two executed copies) or electronic
format, a completed Request for Release or such other form supplied by the
Master Servicer provided that it does not differ from the substantive content of
the Request for Release (which certification shall include a statement to the
effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account pursuant to
Section 3.04 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 the related Mortgage File to
the Master Servicer. The Trustee agrees to indemnify the Master Servicer, out of
its own funds, for any loss, liability or expense incurred by the Master
Servicer as a direct result of the negligence or wilful misconduct by the
Trustee in releasing the related Mortgage File as provided above. Upon any such
payment in full, or the receipt of such certification, the Seller, the Guarantor
and the Trustee hereby authorize and empower the Master Servicer to execute an
instrument of satisfaction regarding the Mortgaged Property relating to such
Mortgage, which instrument of satisfaction shall be delivered to the Person or
Persons entitled thereto against receipt therefor of payment in full. 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 in the servicing of
any Mortgage Loan, including, without limitation, foreclosure or other
comparable conversion of a Mortgage Loan or collection under any insurance
policy relating to a Mortgage Loan, the Trustee shall (except in the case of the
payment or liquidation pursuant to which the related Mortgage File is released
to an escrow agent or an employee, agent or attorney of the Trustee), upon
written request of the Master Servicer and delivery to the Trustee, in written
(with two executed copies) or electronic format, of a Request for Release, or
such other form supplied by the Master Servicer provided that it does not differ
from the substantive content of the Request for Release, 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 Master Servicer within three Business Days and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings, including, without limitation, an assignment without recourse of
the related Mortgage to the Master Servicer. Such receipt shall obligate the
Master Servicer to return the Mortgage File to the Trustee when the need
therefor by the Master Servicer no longer exists unless the Mortgage Loan shall
be liquidated, in which case, upon receipt of a Request for Release, in written
(with two executed copies) or electronic format, evidencing such liquidation,
upon request, the receipt shall be released by the Trustee to the Master
Servicer.

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

                  SECTION 3.18.     Servicing Compensation.

                  As compensation for the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to the Servicing Fee with
respect to each Mortgage Loan. Such Servicing Fees shall be retained as
contemplated in Section 3.04(b)(ii); provided, however, that the Master Servicer
shall be entitled to recover unpaid Servicing Fees out of Late Collections,
Insurance Proceeds or Liquidation Proceeds to the extent permitted by Section
3.05(a)(ii), out of amounts derived from the operation and sale of an REO
Property to the extent permitted by Section 3.13 and from general funds in the
Collection Account to the extent permitted by Section 3.05(a)(iii). The right to
receive the Servicing


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Fee may not be transferred in whole or in part except in connection with the
transfer of all of the Master Servicer's responsibilities and obligations under
this Agreement; provided, however, that the Master Servicer may pay from the
Servicing Fee any amounts due to a subservicer pursuant to a subservicing
agreement entered into under Section 6.06.

                  Additional servicing compensation in the form of assumption
fees, late payment charges, modification fees, extension fees, insufficient
funds charges, ancillary income or otherwise (other than Prepayment Charges)
shall be retained by the Master Servicer only to the extent such fees or charges
are received by the Master Servicer. The Master Servicer shall also be entitled,
pursuant to Section 3.05(a)(vi), to withdraw from the Collection Account,
pursuant to Section 3.04(h), to withdraw from any Escrow Account and pursuant to
Section 3.13(b) to withdraw from any REO Account, as additional servicing
compensation, interest or other income earned on deposits therein, subject to
Section 3.06. The Master Servicer shall be entitled to any Prepayment Interest
Excess, which it may withdraw from the Collection Account pursuant to Section
3.05(a)(iv).

                  SECTION 3.19.     Annual Statement as to Compliance.

                  The Master Servicer, at its own expense, will deliver to the
Trustee, the Depositor, the NIMS Insurer and the Guarantor, not later than March
15th following the end of each calendar year, a Servicing Officer's certificate
stating, as to each signer thereof, that (i) a review of the activities of the
Master Servicer during such preceding fiscal year and of performance under this
Agreement has been made under such officers' supervision, and (ii) to the best
of such officers' knowledge, based on such review, the Master Servicer has
fulfilled all its obligations under this Agreement for such year, or, if there
has been a default in the fulfillment of all such obligations, specifying each
such default known to such officers and the nature and status thereof including
the steps being taken by the Master Servicer to remedy such default.

                  SECTION 3.20.     Annual Independent Certified Public
                                    Accountants' Reports.

                  Not later than March 15th following the end of each calendar
year, the Master Servicer, at its expense, shall cause a nationally recognized
firm of independent certified public accountants to furnish to the Trustee, the
Depositor, the NIMS Insurer and the Guarantor a report stating that (i) it has
obtained a letter of representation regarding certain matters from the
management of the Master Servicer which includes an assertion that the Master
Servicer has complied with certain 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 subservicers,
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
subservicers. Immediately upon receipt of such report, the Master Servicer shall
furnish a copy of such report to the Trustee, the Depositor, the NIMS Insurer
and the Guarantor. Copies of such statement shall be provided by the Trustee to
any Certificateholder upon request at the Master Servicer's expense, provided
that such statement is delivered by the Master Servicer to the Trustee.

                  SECTION 3.21.     Access to Certain Documentation and
                                    Information Regarding the Mortgage Loans.

                  (a) The Master Servicer shall provide to the Trustee, the
Guarantor, the NIMS Insurer and Certificateholders that are federally insured
savings and loan associations, the Office of Thrift Supervision, the FDIC and
the supervisory agents and examiners of each of the foregoing (which, in the
case of supervisory agents and examiners, may be required by applicable state
and federal regulations) access to the documentation regarding the Mortgage
Loans, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Master Servicer
designated by it.

                  (b) If any Mortgage Loan (i) is in foreclosure, (ii) defaults
on its first Monthly Payment and


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remains delinquent for 60 days or more, (iii) becomes delinquent during the
first twelve months of the term thereof and remains delinquent for 60 days or
more or (iv) is a Qualified Substitute Mortgage Loan, the Master Servicer will
forward to the Guarantor, upon reasonable request, copies of the contents of the
related Mortgage File and all underwriting documentation with respect to such
Mortgage Loan that is required to be delivered pursuant to this Agreement.

                  If the Guarantor determines, after consultation with the
Seller, that such Mortgage Loan was not originated generally in accordance with
the Seller's Underwriting Guidelines attached hereto as Exhibit L in any
material respect, then the Seller shall follow the procedures set forth in
Section 2.03. Such action on the part of the Seller in accordance with Section
2.03 shall take place within 90 days of the Seller having been notified by the
Guarantor of the need to act pursuant to Section 2.03; provided, however, that
no such procedure shall be followed if such action may (A) result in the
imposition of taxes on "prohibited transactions" of the Trust, as defined in
Section 860F of the Code, or (B) contributions to any Trust REMIC after the
"startup day," as defined in Section 860G(d) of the Code, or (C) cause the
portion of the Trust Fund assets with respect to which a REMIC election was made
to fail to qualify as a REMIC at any time any Certificate is outstanding.

                  (c) Within 90 days after the last Subsequent Transfer Date, or
such later time as the Master Servicer and the Guarantor may agree, the
Guarantor will be permitted, upon reasonable notice and during normal business
hours, at the office of the Master Servicer, to review copies of the contents of
the Mortgage Files and the underwriting documentation that is required to be
delivered to the Trustee pursuant hereto with respect to up to the greater of
(i) 800 of the Mortgage Files and (ii) 10% (by number) of the Mortgage Loans (a
"Mortgage Loan Sample"), in order to ascertain whether each such Mortgage Loan
was originated generally in accordance with the Seller's underwriting guidelines
in any material respect. In addition, the Guarantor will be permitted, upon
reasonable notice and during normal business hours, at the office of the Master
Servicer, to review copies of the contents of the Mortgage Files and the
underwriting documentation that is required to be delivered to the Trustee
pursuant hereto with respect to an additional 75 of the Mortgage Files which are
not part of the foregoing Mortgage Loan Sample. If, as a result of such
investigation, the Guarantor determines (after the appeals process set forth in
the Freddie Mac Single Family Seller/Servicer Guide) that more than 20% (by
number) of the Mortgage Loans in such Mortgage Loan Sample were not so
underwritten, the Master Servicer will permit the Guarantor to review an
additional Mortgage Loan Sample in accordance with the same procedures until the
Guarantor has reviewed a Mortgage Loan Sample that contains fewer than 20% (by
number) of Mortgage Loans that were not originated generally in accordance with
the Seller's underwriting guidelines in any material respect. Any out-of-pocket
expenses incurred by the Master Servicer related to such review shall be
reimbursed by the Seller.

                  Notwithstanding the foregoing, the Guarantor shall have the
right to collect data on an additional 1,200 Mortgage Loans over and above the
Mortgage Loans reviewed in the procedures described in the immediately preceding
paragraph.

                  (d) For a period of two years from the Closing Date, the
Guarantor may contact the Seller to confirm that the Seller continues to
actively engage in a program to originate mortgage loans to low-income families
and to obtain other non-proprietary information about the Seller's activities
that may assist the Guarantor in completing its own regulatory requirements. The
Seller shall use its best efforts to provide such information to the Guarantor.

                  (e) In addition, the Master Servicer shall provide a copy of
this Agreement, promptly following receipt of a written request therefor, to any
investor in the certificates issued by the Guarantor, which have been offered
pursuant to the Offering Circular and which are backed by the Guaranteed
Certificates.

                  SECTION 3.22.     Solicitations.

                  From and after the Closing Date, the Master 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 Master Servicer's behalf, to
personally, by telephone, mail or electronic mail, solicit the Mortgagor under
any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided,
that the Master Servicer may solicit any Mortgagor for whom the Master Servicer
has received a request for verification of


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mortgage, a request for demand for payoff, a mortgagor initiated written or
verbal communication indicating a desire to prepay the related Mortgage Loan, or
the mortgagor initiates a title search; provided further, it is understood and
agreed that promotions undertaken by the Master 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 developed mailing lists,
billboards, newspaper, radio, television, the internet and website
advertisements shall not constitute solicitation under this Section, nor is the
Master Servicer prohibited from responding to unsolicited requests or inquiries
made by a Mortgagor or an agent of a Mortgagor. Furthermore, the Master Servicer
shall be permitted to include in its monthly statements to borrowers or
otherwise, statements regarding the availability of the Master Servicer's
services with respect to refinancing mortgage loans.

                  SECTION 3.23.     Advance Facility.

                  (a) The Master Servicer and/or the Trustee on behalf of the
Trust Fund, in either case, with the consent of the Guarantor and NIMS Insurer,
is hereby authorized to enter into a facility (an "Advance Facility") with any
Person which provides that such Person (an "Advancing Person") may fund Advances
and/or Servicing Advances under this Agreement, although no such facility shall
reduce or otherwise affect the Master Servicer's obligation to fund such
Advances and/or Servicing Advances. If the Master Servicer enters into such an
Advance Facility pursuant to this Section 3.23, upon reasonable request of the
Advancing Person, the Trustee shall execute a letter of acknowledgment,
confirming its receipt of notice of the existence of such Advance Facility.

                  To the extent that an Advancing Person funds any Advance or
any Servicing Advance and provides the Trustee and the Guarantor with written
notice acknowledged by the Master Servicer that such Advancing Person is
entitled to reimbursement directly from the amounts held on behalf of the Trust
Fund by the Trustee pursuant to the terms of the Advance Facility, such
Advancing Person shall be entitled to receive reimbursement pursuant to this
Agreement for such amount to the extent provided in Section 3.23(b). Such notice
from the Advancing Person must specify the amount of the reimbursement, the
Section of this Agreement that permits the applicable Advance or Servicing
Advance to be reimbursed and the section(s) of the Advance Facility that entitle
the Advancing Person to request reimbursement from the amounts held on behalf of
the Trust Fund by the Trustee rather than by the Master Servicer, and include
the Master Servicer's acknowledgment thereto or proof of an event of default
under the Advance Facility. The Trustee shall be entitled to rely without
independent investigation on the Advancing Person's notice provided pursuant to
this Section 3.23. An Advancing Person whose obligations hereunder are limited
to the funding of Advances and/or Servicing Advances shall not be required to
meet the qualifications of a Master Servicer or a subservicer pursuant to
Section 6.06 hereof and will not be deemed to be a subservicer under this
Agreement. If the terms of an Advance Facility proposed to be entered into with
an Advancing Person by the Trust Fund would not, in the absence of the
Guarantee, materially and adversely affect the interests of any
Certificateholder, then the NIMS Insurer shall not withhold its consent to the
Trust Fund's entering such facility.

                  (b) If an Advancing Person is entitled to reimbursement for
any particular Advance and/or Servicing Advance as set forth in Section 3.23(a),
then the Master Servicer shall not be permitted to reimburse itself therefor
under Section 3.05(a)(ii), Section 3.05(a)(iii), Section 3.05(a)(v) or Section
3.05(a)(vi), but instead the Master Servicer shall include such amounts in the
applicable remittance to the Trustee made pursuant to Section 3.04(g). The
Trustee is hereby authorized to pay to an Advancing Person reimbursements for
Advances and/or Servicing Advances from the Distribution Account to the same
extent the Master Servicer would have been permitted to reimburse itself for
such Advances and/or Servicing Advances in accordance with Section 3.05(a)(ii),
Section 3.05(a)(iii), Section 3.05(a)(v) or Section 3.05(a)(vi), as the case may
be, had the Master Servicer made such Advance and/or Servicing Advance. Unless
otherwise consented to by the Guarantor, an Advancing Person is not entitled to
be reimbursed by the Trustee for any unreimbursed Advances from funds held in
the Collection Account for any future distribution pursuant to Section 4.04(b)
or 3.05(a)(vii).

                  (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.

                  (d) In the event the Master Servicer is terminated pursuant to
Section 7.01, the Advancing Person


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shall succeed to the terminated Master Servicer's right of reimbursement set
forth in Section 7.02(c) to the extent of such Advancing Person's financing of
Advances or Servicing Advances hereunder then remaining unreimbursed.

                  SECTION 3.24.     PMI Policy; Claims Under the PMI Policy.

                  Notwithstanding anything to the contrary elsewhere in this
Article III, the Master 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
Master 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 Master 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
Master Servicer shall service each PMI Mortgage Loan in accordance with the
terms of the PMI Policy, including, but not limited to taking 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 Master Servicer into the Collection Account in
accordance with Section 3.04(b). Furthermore, upon the receipt of written
direction from the Guarantor, the Trustee shall replace the PMI Insurer with the
insurer included in such written direction, in the event that (i) both S&P or
Moody's downgrade the claims paying ability of the PMI Insurer below "BBB-," in
the case of S&P and "Baa3," in the case of Moody's, (ii) (A) S&P downgrades the
claims paying ability of the PMI Insurer below "BBB-," and Moody's downgrades
the claims paying ability of the PMI Insurer below "A3" or (B) Moody's
downgrades the claims paying ability of the PMI Insurer below "Baa3" and S&P
downgrades the claims paying ability of the PMI Insurer below "A-" or (iii) the
PMI Insurer assigns its obligations under the PMI Policy without the consent of
the Guarantor. Upon such replacement, the Trustee shall notify each party hereto
and the NIMS Insurer of the identity of the new PMI Insurer. If the PMI Insurer
fails to make a payment under the PMI Policy as a result of a breach of the
Master Servicer's obligations under this Section 3.24, the Master Servicer shall
deposit an amount into the Collection Account equal to the portion of the claim
not paid by the PMI Insurer from the Servicer's own funds without any right of
reimbursement.


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                                   ARTICLE IV

                                  FLOW OF FUNDS

                  SECTION 4.01.     Distributions.

                  (a) On each Distribution Date the Trustee shall withdraw that
portion of Available Funds consisting of the Interest Remittance Amount from the
Distribution Account to make the following disbursements and transfers in the
following order of priority:

                  (i) to the Guarantor, (a) the Guarantee Fee payable with
         respect to the Guaranteed Certificates and (b) the Guarantor
         Reimbursement Amount and any other amounts owed to the Guarantor under
         this Agreement as specified to the Trustee by the Guarantor;

                  (ii) concurrently, to the Holders of the Class A Certificates
         and the Class S Certificates, the related Interest Distributable Amount
         for each such Class for such Distribution Date, on a PRO RATA basis
         based upon the entitlement of each such Class pursuant to this clause
         (ii);

                  (iii) to the Holders of the Class M-1 Certificates, the
         related Interest Distributable Amount for such Class for such
         Distribution Date; and

                  (iv) to the Holders of the Class M-2 Certificates, the related
         Interest Distributable Amount for such Class for such Distribution
         Date.

                  (b) On each Distribution Date (a) prior to the Stepdown Date
or (b) on which a Trigger Event is in effect, the Principal Distribution Amount
will be distributed in the following order of priority:

                  (i) to the Guarantor, (a) the Guarantee Fee payable with
         respect to the Guaranteed Certificates and (b) the Guarantor
         Reimbursement Amount and any other amounts owed to the Guarantor under
         this Agreement as specified to the Trustee by the Guarantor, in each
         case, to the extent not paid pursuant to Section 4.01(a)(i);

                  (ii) concurrently, to the Holders of the Class AF Certificates
         and the Class AV Certificates, PRO RATA based on the Class AF
         Allocation Percentage and the Class AV Allocation Percentage,
         respectively, until the Certificate Principal Balances thereof have
         been reduced to zero;

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

                  (iv) to the Holders of the Class M-2 Certificates, until the
         Certificate Principal Balance thereof has been reduced to zero.

                  (c) On each Distribution Date (a) on or after the Stepdown
Date and (b) on which a Trigger Event is not in effect, the Principal
Distribution Amount will be distributed in the following order of priority:

                  (i) to the Guarantor, (a) the Guarantee Fee payable with
         respect to the Guaranteed Certificates and (b) the Guarantor
         Reimbursement Amount and any other amounts owed to the Guarantor under
         this Agreement as specified to the Trustee by the Guarantor, in each
         case, to the extent not paid pursuant to Section 4.01(a)(i);

                  (ii) concurrently, to the Holders of the Class AF Certificates
         and the Class AV Certificates, the Class AF Principal Distribution
         Amount and the Class AV Principal Distribution Amount, respectively,
         until the Certificate Principal Balances thereof have been reduced to
         zero;


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                  (iii) 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; and

                  (iv) 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.

                  (d) On each Distribution Date, the Net Monthly Excess Cashflow
will 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 the Extra Principal Distribution Amount, distributable
         as part of the Principal Distribution Amount as described 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-2 Certificates, in an
         amount equal to the Unpaid Interest Shortfall Amount allocable to such
         Certificates;

                  (iv) to the Net WAC Rate Carryover Reserve Account, first, an
         amount, if any, that when added to the amount on deposit in the Net WAC
         Rate Carryover Reserve Account immediately prior to such Distribution
         Date will cause the amount on deposit in the Net WAC Rate Carryover
         Reserve Account to equal $1,000, and second, an amount equal to the Net
         WAC Rate Carryover Amount, if any, for the Class A Certificates, the
         Mezzanine Certificates and the Class S Certificates for such
         Distribution Date, after taking into account amounts received under the
         Cap Contracts for the benefit of the Mezzanine Certificates;

                  (v) to the Master Servicer in respect of any amounts due to it
         from the Trust Fund pursuant to Section 6.03 and not previously
         reimbursed;

                  (vi) to the Trustee in respect of any amounts due to it from
         the Trust Fund pursuant to Section 7.02(a) and Section 8.05 and not
         previously reimbursed;

                  (vii) to the Holders of the Class CE Certificates, the
         Interest Distributable Amount for such Class for such Distribution Date
         and any Subsequent Mortgage Loan Interest;

                  (viii) to the Holders of the Class CE Certificates, the
         remaining Overcollateralization Release Amount for such Distribution
         Date, until the Certificate Principal Balance of the Class CE
         Certificates has been reduced to zero; and

                  (ix) on each Distribution Date, any remaining amounts, after
         giving effect to the distributions in clauses (i) through (viii) above,
         will be paid to the Holders of the Class R Certificates; provided that
         if such Distribution Date follows the Prepayment Period in which will
         occur the expiration of the latest expiring Prepayment Charge on any
         Mortgage Loan (as indicated on the Prepayment Charge Schedule as the
         same shall have been updated after the Funding Period to reflect the
         addition of the Subsequent Mortgage Loans), then any such remaining
         amounts will be distributed first, to the Holders of the Class P
         Certificates, until the Certificate Principal Balance of the Class P
         Certificates has been reduced to zero; and second, to the Holders of
         the Class R Certificates.

                  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 CE 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 the Class A
Certificates, the Mezzanine Certificates and the Class S Certificates for such
Distribution Date and distribute such amount first,


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concurrently to the Class A Certificates and the Class S Certificates on a PRO
RATA basis based on the Net WAC Rate Carryover Amount of each such Class, until
each such amount has been paid in full; second, to the Class M-1 Certificates
and third, to the Class M-2 Certificates.

                  On each Distribution Date, all amounts representing Prepayment
Charges in respect of the Mortgage Loans received during the related Prepayment
Period and any Master Servicer Prepayment Charge Amounts paid by the Master
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 be applied to reduce the Certificate
Principal Balances thereof.

                  (b) 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 wire transfer by
12:00 noon (New York time). The failure of the Trustee to make distributions to
Certificateholders in accordance with Section 4.01(a) due to the negligence or
wilful misconduct of the Trustee will result in the Trustee being obligated to
pay to the Certificateholders an amount equal to the interest lost as a result
of the Trustee's failure to make such distribution, plus a $100 fee.
Distributions among Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Certificates held by such
Certificateholders.

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

                  SECTION 4.02.     The Guarantee.

                  On each Distribution Date following receipt of a statement (as
set forth in Section 4.05) that indicates a Deficiency Amount for such
Distribution Date, the Guarantor shall distribute a Guarantor Payment in an
aggregate amount equal to the Deficiency Amount for such Distribution Date
directly to the Holders of the Guaranteed Certificates, without first depositing
such amount in the Distribution Account, as follows: (i) the portion of any such
Deficiency Amount related to clause (i) of the definition of Deficiency Amount
shall be distributed to the Class A Certificateholders, and the Class S
Certificateholders on a PRO RATA basis based on the Interest Distributable
Amount payable on such Certificates with respect to such Distribution Date; and
(ii) the portion of any such Deficiency Amount related to clause (ii) of the
definition of Deficiency Amount shall be distributed to the Class A
Certificateholders and shall be allocated (a) among the Classes of Class AF
Certificates in the priority as described in Section 4.01(c) and (b) on a PRO
RATA basis between the Class AF Certificates and the Class AV Certificates based
on the Class AF Allocation Percentage and the Class AV Allocation Percentage,
respectively.

                  SECTION 4.03.     Statements.

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

                  (i) the amount of the distribution to be made on such
         Distribution Date to the Holders of each Class of the Regular
         Certificates (other than the Class S Certificates), separately
         identified, allocable to principal and the amount of the distribution
         to be made to the Holders of the Class P Certificates allocable to


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         Prepayment Charges and Master Servicer Prepayment Charge Amounts;

                  (ii) the amount of the distribution to be made on such
         Distribution Date to the Holders of the Class A Certificates, the
         Mezzanine Certificates, the Class S Certificates and the Class CE
         Certificates allocable to interest, and the calculation thereof;

                  (iii) the Overcollateralized Amount, the Overcollateralization
         Release Amount, the Overcollateralization Deficiency Amount and the
         Overcollateralization Target Amount for such Distribution Date;

                  (iv) the aggregate amount of servicing compensation received
         by the Master 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 with respect to the
         Mortgage Loans in each Loan Group for the related Due Period;

                  (vi) the Pool Balance and the Principal Balance of the
         Mortgage Loans in each Loan Group (after giving effect to the principal
         portion of Monthly Payments due during the related Due Period, to the
         extent received or advanced, and unscheduled collections of principal
         received during the related Prepayment Period);

                  (vii) as of the related Determination Date, (A) the number of
         Mortgage Loans in each Loan Group, (B) the weighted average remaining
         term to maturity of the Mortgage Loans in each Loan Group as of the
         first day of the most recently ended Due Period and (D) the weighted
         average Mortgage Rate of the Mortgage Loans in each Loan Group as of
         the first day of the most recently ended Due Period;

                  (viii) the number and aggregate unpaid principal balance of
         Mortgage Loans in each Loan Group 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, (C)
         in bankruptcy and Delinquent, 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) the total number and cumulative principal balance of all
         REO Properties in each Loan Group as of the last day of the Prepayment
         Period preceding such Distribution Date;

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

                  (xi) the aggregate amount of Realized Losses incurred during
         the related Prepayment Period and the cumulative amount of Realized
         Losses in the Mortgage Pool;

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

                  (xiii) the Certificate Principal Balance of the Class A
         Certificates, the Mezzanine Certificates, the Class CE Certificates and
         the Class P Certificates and the Notional Amount of the Class S
         Certificates, after giving effect to the distributions made on such
         Distribution Date;

                  (xiv) the Interest Distributable Amount for such Distribution
         Date and the respective portions thereof, if any, remaining unpaid
         following the distributions made in respect of the Class A
         Certificates, the Mezzanine Certificates and the Class S Certificates
         on such Distribution Date;

                  (xv) the aggregate amount of any Prepayment Interest
         Shortfalls for such Distribution Date to the extent not covered by
         payments by the Master Servicer pursuant to Section 4.04, and the
         Unpaid Interest


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         Shortfall Amount, if any, for each Class of Regular Certificates (other
         than the Class P Certificates) for such Distribution Date;

                  (xvi) the Guarantee Fee to be paid to the Guarantor with
         respect to the Guaranteed Certificates for such Distribution Date;

                  (xvii) the Maximum Cap Rate for such Distribution Date;

                  (xviii) the Net WAC Rate Carryover Amount, if any, for the
         Class A Certificates, the Mezzanine Certificates and the Class S
         Certificates for such Distribution Date, and the amount of such Net WAC
         Rate Carryover Amount remaining unpaid after reimbursements therefor on
         such Distribution Date and any amounts received under the Cap Contracts
         for the benefit of the Mezzanine Certificates;

                  (xix) any Overcollateralization Deficiency Amount prior to
         giving effect to the distribution of the Extra Principal Distribution
         Amount on such Distribution Date;

                  (xx) the cumulative Realized Losses as a percentage of the
         Maximum Collateral Amount and the Three-Month Rolling Delinquency
         Percentage;

                  (xxi) the Available Funds for such Distribution Date;

                  (xxii) the Pass-Through Rate for each Class of Regular
         Certificates (other than the Class P Certificates) for such
         Distribution Date;

                  (xxiii) the number and aggregate principal balance of all
         Subsequent Mortgage Loans added to each Loan Group during the preceding
         Prepayment Period;

                  (xxiv) the amount on deposit in each Pre-Funding Account
         immediately prior to the related Prepayment Period, the amount
         withdrawn from each Pre-Funding Account during the related Prepayment
         Period and the amount remaining on deposit in each Pre-Funding Account
         as of the end of the related Prepayment Period and as of such
         Distribution Date;

                  (xxv) the amount on deposit in each Interest Coverage Account
         immediately prior to such Distribution Date, the amount withdrawn from
         each Interest Coverage Account for such Distribution Date and included
         in the Available Funds for such Distribution Date, the amount remaining
         on deposit after taking into account such withdrawal and the maximum
         amount that (assuming sufficient funds therein) would be withdrawn from
         each Interest Coverage Account on future Distribution Dates and
         included in the Available Funds for such Distribution Dates in
         accordance with Section 4.11(c) if the Funding Period were to end on
         December 10, 2002 and no Subsequent Group I Mortgage Loans or
         Subsequent Group II Mortgage Loans are purchased for inclusion in Loan
         Group I or Loan Group II, respectively, after the end of the Prepayment
         Period relating to the current Distribution Date;

                  (xxvi) 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 the Group II Pre-Funding
         Account that has not been used to purchase Subsequent Group I Mortgage
         Loans and Subsequent Group II Mortgage Loans, respectively, and that is
         being distributed to the Class AF Certificates or the Class AV
         Certificates, as applicable, as a mandatory distribution of principal,
         if any, on such Distribution Date;

                  (xxvii) such other information as the Guarantor may reasonably
         request in such format as reasonably requested by the Guarantor and any
         other information that is required by the Code and regulations
         thereunder to be made available to Certificateholders;

                  (xxviii) (A) the amount of payments received relating to
         claims under the PMI Policy during the


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

                  (xxix) (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).

                  The Trustee shall provide or make available such report to the
Guarantor and the NIMS Insurer in such format as reasonably requested by the
Guarantor and the NIMS Insurer and to Bloomberg in such format as the Trustee
and Bloomberg may agree, on the related Distribution Date. The Trustee shall
make such report (and, at its option, any additional files containing the same
information in an alternative format) available each month via the Trustee's
Internet website. The Trustee's Internet website shall initially be located at
"http:\\www.corporatetrust.db.com." Assistance in using the website can be
obtained by calling the Trustee's investor relations desk at (800) 735-7777. The
Trustee shall have the right to change the way such reports are distributed in
order to make such distribution more convenient and/or more accessible to the
above Persons, and the Trustee shall provide timely and adequate notification
regarding any such changes to the other parties to this Agreement and to all
Certificateholders. The Trustee may fully rely upon and shall have no liability
with respect to information provided by the Master Servicer.

                  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 of Initial
Certificate Principal Balance or aggregate initial Notional Amount as of the
Closing Date.

                  (b) Within a reasonable period of time after the end of each
calendar year, the Trustee shall furnish to the Guarantor, the NIMS Insurer and
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 forward to
the Class R 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 Class R 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 Class R 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.

                  (e) By not later than the third Distribution Date, the Trustee
is required to (i) confirm, to the extent such data is available in the
Information Circular or from Deutsche Bank Securities Inc., that the cash flows,
weighted average lives, yields and credit enhancement default analysis for the
Class A Certificates, the Mezzanine Certificates and the Class S Certificates as
presented in the Information Circular are correct therein based on the
assumptions and principal and interest methodology described in the Information
Circular and are consistent with the model developed by the Trustee for the
calculations that the Trustee is required to make hereunder and (ii) notify the
Guarantor that the information referred to in clause (i) above is consistent
with the model developed by the Trustee.



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                  SECTION 4.04.     Master Servicer Remittance Reports; Advances
                                    and Prepayment Interest Shortfalls.

                  (a) On or before the third Business Day following each
Determination Date, by 12:00 p.m. (California time), but in no event later than
the earlier of (i) such date which would allow the indenture trustee to submit a
claim to the NIMS Insurer under the Indenture so as to allow a timely payment by
the NIMS Insurer under the insurance policy related to the notes insured by the
NIMS Insurer and (ii) the 20th day of each month (or if such 20th day is not a
Business Day, the preceding Business Day), the Master Servicer shall deliver to
the Trustee and the NIMS Insurer by electronic mail (or by such other means as
the Master Servicer and the Trustee may agree from time to time) a Master
Servicer Remittance Report with respect to the related Distribution Date. Not
later than the third Business Day following a Determination Date by 3:00 p.m.
(New York time), the Master Servicer shall deliver or cause to be delivered to
the Trustee in addition to the information provided on the Master Servicer
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 Master Servicer.

                  (b) The amount of Advances to be made by the Master 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 3.13 for distribution on such Distribution Date.

                  On or before 3:00 p.m. (New York time) on the Master Servicer
Remittance Date, the Master Servicer shall remit in immediately available funds
to the Trustee for deposit in the Distribution 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 (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 Master
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 Master Servicer with respect to the Mortgage Loans and REO Properties.
Any amounts held for future distribution used by the Master Servicer to make an
Advance as permitted in the preceding sentence or withdrawn from funds in excess
of Available Funds for the preceding Distribution Date by the Master Servicer as
permitted in Section 3.05(a)(vii) in reimbursement of Advances previously made
shall be appropriately reflected in the Master Servicer's records, which
information the Master Servicer will provide to the Guarantor upon the
Guarantor's request, and replaced by the Master Servicer by deposit in the
Collection Account on or before any future Master Servicer Remittance Date to
the extent that the Available Funds for the related Distribution Date
(determined without regard to Advances to be made on the Master Servicer
Remittance Date) shall be less than the total amount that would be distributed
to the Classes of Certificateholders pursuant to Section 4.01 on such
Distribution Date if such amounts held for future distributions had not been so
used to make Advances or reimburse for Advances previously made. The Trustee
will provide notice to the Master Servicer and the NIMS Insurer by telecopy by
3:00 p.m. (New York time) on any Master Servicer Remittance Date in the event
that the amount remitted by the Master Servicer to the Trustee on such date is
less than the Advances required to be made by the Master Servicer for the
related Distribution Date, as set forth in the related Remittance Report.
Notwithstanding the above, the Guarantor shall have the right to require, at any
time, the Master Servicer to remit, from its own funds, prior to the next
succeeding Master Servicer Remittance Date after notice to the Master Servicer,
to the Collection Account an amount equal to the aggregate amount of all
Advances previously made out of funds from the Collection Account, and not
theretofore repaid from collections on the related Mortgage Loans, and related
Advances then due, if, in its reasonable judgment and after giving reasonable
consideration to the general economic climate, the Guarantor determines such
action is necessary to protect its interest. In such event, (i) the Master
Servicer shall thereafter remit to the Trustee out of the Master Servicer's own
funds all Advances required to be made and (ii) the Guarantee Fee with respect
to the Guaranteed Certificates shall become payable on the basis of


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a 360- day year of twelve 30-day months.

                  Nothing in this Section 4.04(b) shall be construed to prohibit
the Master Servicer from reimbursing itself at any time from the Collection
Account to the extent permitted by Section 3.05(a)(ii), Section 3.05(a)(iii),
Section 3.05(a)(vii) and Section 3.05(a)(viii).

                  (c) The obligation of the Master 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 the recovery of all Liquidation
Proceeds thereon.

                  (d) Notwithstanding anything herein to the contrary, no
Advance or Servicing Advance shall be required to be made hereunder by the
Master Servicer if such Advance or Servicing Advance would, if made, constitute
a Nonrecoverable Advance. The determination by the Master 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 Master Servicer delivered to the Depositor, the
Guarantor, the NIMS Insurer and the Trustee.

                  (e) Not later than 3:00 p.m. (New York time) on each Master
Servicer Remittance Date, the Master 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 resulting from Principal Prepayments during the related Prepayment Period
and (B) its aggregate Servicing Fee due in the related Due Period. The Master
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 Master Servicer shall not be obligated to pay
Compensating Interest with respect to Relief Act Interest Shortfalls.

                  SECTION 4.05.     The Trustee Remittance Report.

                  (a) On each Trustee Reporting Date by noon New York time, the
Trustee shall furnish a report (the "Trustee Remittance Report") in the form
attached as Exhibit N to this Agreement (together with a statement containing
the information that is required to be included in the statement to be prepared
by the Trustee pursuant to Section 4.03) to the Guarantor and the NIMS Insurer
by electronic medium as agreed to by the Trustee, the Guarantor and the NIMS
Insurer.

                  (b) Subject to paragraph (d) below, if in any month the
Trustee fails to deliver the Trustee Remittance Report by noon New York time on
the related Trustee Reporting Date, the Guarantor shall use its best efforts to
determine the amount of any required Guarantor Payment. If on any Distribution
Date the Guarantor makes any Guarantor Payment as a result of such failure of
the Trustee to deliver the Trustee Remittance Report, the Trustee shall pay the
Guarantor from its own funds (not from the proceeds of the Trust Fund), not
later than the fourth Business Day following such Distribution Date, a $100 fee
plus an amount equal to the product of (i) the principal portion of such
Guarantor Payment, (ii) a percentage equal to (A) the Prime Rate plus 2.00%
divided by (B) 365 and (iii) the number of days between the Trustee Reporting
Date and the date on which the Guarantor received the Trustee Remittance Report.

                  (c) Subject to paragraph (d) below, if in any month the
Trustee fails to provide the Guarantor the Trustee Remittance Report on or prior
to the Trustee Reporting Date, the Trustee shall pay to the Guarantor the
following amounts: (i) upon the first such failure, $500; (ii) upon the second
such failure, $750; and (iii) upon the third such failure, $1,000; provided,
however, that the Trustee shall not be required to make any such payment upon
the first such failure during each successive two year period following the
Closing Date. The fourth consecutive such failure to provide a Trustee
Remittance Report to the Guarantor pursuant to Section 4.05(a) shall constitute
an event of default and permit the Guarantor to remove the Trustee for cause.

                  (d) The Trustee shall have no responsibility or liability
(including removal as Trustee) under paragraphs (b) and (c) of this Section 4.05
if the Trustee's failure to timely deliver the Trustee Remittance Report is due


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to the failure of the Master Servicer to furnish the Trustee with a report in
accordance with Section 4.04(a). If the Trustee's failure to timely deliver the
Trustee Remittance Report is due to the failure of the Master Servicer to
furnish the Trustee with a report in accordance with Section 4.04(a), the Master
Servicer shall pay to the Guarantor the amount set forth in Section 4.05(b)
above (i.e. the product of the amounts described in clauses (i), (ii) and (iii)
of Section 4.05(b) above) and the following additional amounts: (i) upon the
first such failure, $500; (ii) upon the second such failure, $750; and (iii)
upon the third such failure, $1,000; provided, however, that the Master Servicer
shall not be required to make any such payment upon the first such failure
during each successive two year period following the Closing Date. The fourth
consecutive such failure to provide the Trustee with a report in accordance with
Section 4.04(a) and thereby causing the Trustee's failure to timely deliver a
Trustee Remittance Report to the Guarantor pursuant to Section 4.05(a) shall
constitute an event of default and permit the Guarantor to remove the Master
Servicer for cause.

                  (e) On each Trustee Reporting Date by noon New York time, the
Trustee shall forward a Liquidation Report for the related Distribution Date (in
the form attached as Exhibit K to this Agreement) to the Guarantor and the NIMS
Insurer by electronic medium as agreed to by the Trustee, the Guarantor and the
NIMS Insurer, to the extent that the Trustee has received from the Master
Servicer such Liquidation Report.

                  SECTION 4.06.     Loan Data Remittance Report.

                  (a) On each Loan Data Reporting Date by noon Pacific Time, the
Master Servicer shall furnish a complete and accurate report (the "Loan Data
Remittance Report") in the form attached as Exhibit M to this Agreement to the
Guarantor and the NIMS Insurer by electronic medium as agreed to by the Master
Servicer, the NIMS Insurer and the Guarantor. In addition, the Master Servicer
shall (i) furnish to the Guarantor and the NIMS Insurer a report with respect to
the Mortgage Loans that have been voluntarily repurchased by the Master Servicer
pursuant to Section 3.16 during the related Prepayment Period indicating the
Mortgage Loan number, the date of repurchase and the Principal Balance of each
Mortgage Loan so repurchased and a report setting forth the Mortgage Loan number
of each PMI Mortgage Loan for which a claim made under the PMI Policy was
denied, curtailed, or for which coverage under the PMI Policy was canceled; (ii)
furnish to the Guarantor and the NIMS Insurer a Monthly Appraisal Defects Report
and a Monthly Quality Control Report, each in form and substance satisfactory to
the Guarantor and (iii) furnish to the NIMS Insurer a monthly report indicating
each Mortgage Loan number, Principal Balance, Prepayment Charges due, Prepayment
Charges collected, Servicer Prepayment Charges remitted and the reason for any
Prepayment Charge being waived.

                  (b) If in any month the Master Servicer fails to provide the
Guarantor the Loan Data Remittance Report on or prior to the Loan Data Reporting
Date or if such report is deemed to be materially incomplete or inaccurate by
the Guarantor, the Master Servicer shall pay to the Guarantor the following
amounts: (i) upon the first such failure, $500; (ii) upon the second such
failure, $750; and (iii) upon the third such failure, $1,000; provided, however,
that the Master Servicer shall not be required to make any such payment upon the
first such failure during each successive two year period following the Closing
Date. The fourth consecutive such failure to provide a Loan Data Remittance
Report to the Guarantor pursuant to Section 4.06(a) shall constitute an event of
default and permit the Guarantor to remove the Master Servicer for cause.

                  SECTION 4.07.     Compliance with Withholding.

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

                  SECTION 4.08.     Distributions on the Uncertificated REMIC
                                    Regular Interests.

                  REMIC 1.          On each Distribution Date, the Trustee shall
cause the Available Funds from the


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Distribution Account to make the following disbursements and transfers, in the
following order of priority, 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 LT1-A, REMIC
         1 Regular Interest LT1-B and REMIC 1 Regular Interest LT1-P 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 LT1-P, 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 LT1-A and REMIC
         1 Regular Interest LT1-B, 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 LT1-A,
                  until the Uncertificated Principal Balance of REMIC 1 Regular
                  Interest LT1-A is reduced to zero;

                           (b) to the Holders of REMIC 1 Regular Interest LT1-B,
                  until the Uncertificated Principal Balance of REMIC 1 Regular
                  Interest LT1-B 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);

provided, however, that for the first two Distribution Dates, such amounts
relating to the Initial Group I Mortgage Loans shall be allocated to the REMIC 1
Regular Interests (other than REMIC 1 Regular Interest LT1-B) in the order and
priority described above and such amounts relating to the Subsequent Group I
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1-B.

                  With respect to the Group II Mortgage Loans:

                  (1) to the Holders of REMIC 1 Regular Interest LT1-C and REMIC
         1 Regular Interest LT1-D 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 LT1-C and REMIC
         1 Regular Interest LT1-D, 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 LT1-C,
                  until the Uncertificated Principal Balance of REMIC 1 Regular
                  Interest LT1-C is reduced to zero;

                           (b) to the Holders of REMIC 1 Regular Interest LT1-D,
                  until the Uncertificated Principal Balance of REMIC 1 Regular
                  Interest LT1-D 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);



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provided, however, that for the first two Distribution Dates, such amounts
relating to the Initial Group II Mortgage Loans shall be allocated to the REMIC
1 Regular Interests (other than REMIC 1 Regular Interest LT1-D) in the order and
priority described above and such amounts relating to the Subsequent Group II
Mortgage Loans shall be allocated to REMIC 1 Regular Interest LT1-D.

                  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
LT1-P. The payment of the foregoing amounts to the Holders of REMIC 1 Regular
Interest LT1-P shall not reduce the Uncertificated Principal Balance thereof.

                  REMIC 2. 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:

                  (1)(i) first, to the Holders of REMIC 2 Regular Interest
         LT2-B, in an amount equal to (A) the Uncertificated Accrued Interest
         for such Distribution Date, plus (B) any amounts in respect thereof
         remaining unpaid from previous Distribution Dates and second, to
         Holders of REMIC 2 Regular Interest LT1-A and REMIC 2 Regular Interest
         LT2-P in an amount equal to (A) the Uncertificated Accrued 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 2 Regular Interest LT2-P, 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) 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 (1)
         above, allocated as follows:

                           (a) to the Holders of REMIC 2 Regular Interest LT2-A,
                  until the Uncertificated Principal Balance of REMIC 2 Regular
                  Interest LT2-A is reduced to zero;

                           (b) to the Holders of REMIC 2 Regular Interest LT2-B,
                  until the Uncertificated Principal Balance of REMIC 2 Regular
                  Interest LT2-B is reduced to zero; and

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

                  REMIC 3. On each Distribution Date, the Trustee shall cause in
the following order of priority, the following amounts to be distributed by
REMIC 3 to REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from
the Distribution Account and distributed to the holders of the Class R
Certificates (in respect of the Class R-3 Interest), as the case may be:

                  (i) first, to the extent of Available Funds, to the Holders of
         REMIC 3 Regular Interest LT3-S in an amount equal to (A) the
         Uncertificated Accrued Interest for such Distribution Date, plus (B)
         any amounts in respect thereof remaining unpaid from previous
         Distribution Dates and then to Holders of REMIC 3 Regular Interest
         LT3-AA, REMIC 3 Regular Interest LT3-AF1, REMIC 3 Regular Interest
         LT3-AV1, REMIC 3 Regular Interest LT3-M1, REMIC 3 Regular Interest
         LT3-M2, REMIC 3 Regular Interest LT3-ZZ and REMIC 3 Regular Interest
         LT3-P, PRO RATA, in an amount equal to (A) the Uncertificated Accrued
         Interest for such Distribution Date, plus (B) any amounts in respect
         thereof remaining unpaid from previous Distribution Dates; provided,
         however, that amounts payable as Uncertificated Accrued Interest in
         respect of REMIC 3 Regular Interest LT3-ZZ shall be reduced and
         deferred when the REMIC 3 Overcollateralized Amount is less than the


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         REMIC 3 Target Overcollateralized Amount, by the lesser of (x) the
         amount of such difference and (y) the Maximum LT3-ZZ Uncertificated
         Accrued Interest Deferral Amount; and

                  (ii) second, to the Holders of REMIC 3 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 3 Regular Interest LT3-AA
                  and REMIC 3 Regular Interest LT3-P, 98.00% of such remainder,
                  calculated after payments pursuant to clause (d) below, until
                  the Uncertificated Principal Balance of such Uncertificated
                  REMIC 3 Regular Interest is reduced to zero; provided that
                  REMIC 3 Regular Interest LT3-P 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 3 Regular
                  Interest LT3-P, until $100 has been distributed pursuant to
                  this clause;

                           (b) to the Holders of REMIC 3 Regular Interest
                  LT3-AF1, REMIC 3 Regular Interest LT3-AV1, REMIC 3 Regular
                  Interest LT3-M1 and REMIC 3 Regular Interest LT3-M2, 1.00% of
                  such remainder, calculated after payments pursuant to clause
                  (d) below, in the same proportion as principal payments are
                  allocated to the Corresponding Certificate, until the
                  Uncertificated Principal Balances of such REMIC 3 Regular
                  Interests are reduced to zero;

                           (c) to the Holders of REMIC 3 Regular Interest
                  LT3-ZZ, 1.00% of such remainder, calculated after payments
                  pursuant to clause (d) below, until the Uncertificated
                  Principal Balance of such REMIC 3 Regular Interest is reduced
                  to zero; then

                           (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 3 Regular Interest LT3-AA and REMIC 3 Regular Interest
LT3-P, in that order and (ii) REMIC 3 Regular Interest LT3-ZZ, respectively;
provided that REMIC 3 Regular Interest LT3-P 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 3 Regular
Interest LT3-P, until $100 has been distributed pursuant to this clause.

                  SECTION 4.09.     Allocation of Principal Losses.

                  (a) All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date as follows: first, to Net
Monthly Excess Cashflow; second, to the Class CE Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; third, to the
Class M-2 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero and fourth, 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 those Certificates on any
Distribution Date shall be so allocated after the actual distributions to be
made on such Distribution 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 CE Certificate 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


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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 LT1-A and REMIC 1 Regular Interest LT1-B 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 LT1-A 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 LT1-B 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 LT1-C and REMIC 1 Regular Interest LT1-D 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 LT1-C 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 LT1-D until the Uncertificated Principal Balance thereof has
been reduced to zero.

                  (c) All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date, first to REMIC 2 Regular
Interest LT2-A until the Uncertificated Principal Balance of such REMIC 2
Regular Interest has been reduced to zero and then to REMIC 2 Regular Interest
LT2-B, until the Uncertificated Principal Balance of such REMIC 2 Regular
Interest has been reduced to zero.

                  (d) All Realized Losses on the Mortgage Loans shall be
allocated by the Trustee on each Distribution Date to the following REMIC 3
Regular Interests in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to the REMIC 3 Regular Interest LT3-AA
and REMIC 3 Regular Interest LT3- ZZ up to an aggregate amount equal to the
REMIC 3 Interest Loss Allocation Amount, 98% and 2%, respectively; second, to
the Uncertificated Principal Balances of the REMIC 3 Regular Interest LT3-AA and
REMIC 3 Regular Interest LT3-ZZ up to an aggregate amount equal to the REMIC 3
Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Principal Balances of REMIC 3 Regular Interest LT3-AA, REMIC 3
Regular Interest LT3-M2 and REMIC 3 Regular Interest LT3-ZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC 3 Regular Interest
LT3-M2 has been reduced to zero; and fourth to the Uncertificated Principal
Balances of REMIC 3 Regular Interest LT3-AA, REMIC 3 Regular Interest LT3-M1 and
REMIC 3 Regular Interest LT3-ZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 3 Regular Interest LT3- M1 has been
reduced to zero.

                  SECTION 4.10.     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, Deutsche Bank
National Trust Company, as Trustee, in trust for registered Holders of
Ameriquest Mortgage Securities Inc., Series 2002-D" (the "Group I Pre-Funding
Account") and "Group II Pre-Funding Account, Deutsche Bank National Trust
Company, as Trustee, in trust for registered Holders of Ameriquest Mortgage
Securities Inc., Series 2002-D" (the "Group II Pre- Funding Account"). The
Trustee shall, promptly upon receipt, deposit in the applicable Pre-Funding
Account and retain therein the Group I Original Pre-Funded Amount and the Group
II Original 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 Master Servicer 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 of the
Trustee 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 of the Trustee manages or advises such
investment. For federal income tax purposes, the Depositor shall be the owner of


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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 Group I Pre-Funding Account and the Group II Pre-Funding
Account shall be transferred to the Group I Interest Coverage Account and the
Group II Interest Coverage Account, as applicable, at the following times: (i)
on the Business Day immediately preceding each Distribution Date, if a Person
other than the Trustee or an Affiliate of the Trustee manages or advises such
investment, or on each Distribution Date, if the Trustee or an Affiliate of the
Trustee manages or advises such investment, (ii) on the Business Day immediately
preceding each Subsequent Transfer Date, if a Person other than the Trustee or
an Affiliate of the Trustee manages or advises such investment, or on each
Subsequent Transfer Date, if the Trustee or an Affiliate of the Trustee manages
or advises such investment or (iii) within one Business Day of the Trustee's
receipt thereof. The Master Servicer 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 an asset of any Trust
REMIC.

                  (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
         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;

                  (ii) If the amount on deposit in the Pre-Funding Accounts
         (exclusive of any 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 amount remaining in the Pre- Funding Accounts
         (exclusive of any investment income) for distribution in accordance
         with the terms hereof;

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

                  (iv) The Trustee shall 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 (iv) shall be
treated as contributions of cash to REMIC 1 on the date of withdrawal.

                  SECTION 4.11.     Interest Coverage 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 Interest Coverage Account, Deutsche
Bank National Trust Company, as Trustee, in trust for registered Holders of
Ameriquest Mortgage Securities Inc., Series 2002- D" (the "Group I Interest
Coverage Account") and "Group II Interest Coverage Account, Deutsche Bank
National Trust Company, as Trustee, in trust for registered Holders of
Ameriquest Mortgage Securities Inc., Series 2002-D" (the "Group II Interest
Coverage Account"). The Trustee shall, promptly upon receipt, deposit in the
Group I Interest Coverage Account and the Group II Interest Coverage Account,
and retain therein the Group I Interest Coverage Amount and the Group II
Interest Coverage Amount, respectively, remitted on the Closing Date to the
Trustee by the Depositor. Funds deposited in the Interest Coverage Accounts
shall be held in trust by the Trustee for the Certificateholders for the uses
and purposes set forth herein.

                  (b) For federal income tax purposes, the Master Servicer shall
be the owner of the Interest


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Coverage Accounts and shall report all items of income, deduction, gain or loss
arising therefrom. At no time will the Interest Coverage Accounts be an asset of
any Trust REMIC. All income and gain realized from investment of funds deposited
in the Interest Coverage Accounts shall be for the sole and exclusive benefit of
the Master Servicer and shall be remitted by the Trustee to the Master Servicer
no later than the first Business Day following receipt of such income and gain
by the Trustee. The Master Servicer shall deposit in the Interest Coverage
Accounts the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss.

                  (c) On each Distribution Date during the Funding Period and on
the Distribution Date immediately following the end of the Funding Period, the
Trustee shall withdraw from the Group I Interest Coverage Account and the Group
II Interest Coverage Account and deposit in the Distribution Account an amount
equal to 30 days' interest on the excess, if any, of the Group I Original
Pre-Funded Amount or the Group II Original Pre-Funded Amount, as applicable,
over the aggregate Principal Balance of Subsequent Group I Mortgage Loans or
Subsequent Group II Mortgage Loans, as applicable, that both (i) had a Due Date
during the Due Period relating to such Distribution Date and (ii) had a
Subsequent Cut-off Date prior to the first day of the month in which such
Distribution Date occurs, at a per annum rate equal to (A) the Pass-Through Rate
of the Class A Certificates and the Mezzanine Certificates for such Distribution
Date plus (B) 0.6515% plus (C) the Guarantee Fee Rate applicable to the
Guaranteed Certificates, solely for the purposes of the foregoing calculation,
each being multiplied by a fraction, the numerator of which is the actual number
of days in the Accrual Period for such Class for such Distribution Date, and the
denominator of which is 30. Such withdrawal and deposit shall be treated as a
contribution of cash by the Master Servicer to REMIC 1, REMIC 2, REMIC 3 and
REMIC 4 on the date thereof with REMIC 4 receiving that portion of the
contribution, if any, to the extent that the rate of LIBOR used to calculate the
Pass-Through Rate on the Class A Certificates and the Mezzanine Certificates for
such Distribution Date exceeds LIBOR for the first Accrual Period. Immediately
following any such withdrawal and deposit, and immediately following the
conveyance of any Subsequent Mortgage Loans to the Trust on any Subsequent
Transfer Date, the Trustee shall withdraw from the Group I Interest Coverage
Account and the Group II Interest Coverage Account and remit to the Master
Servicer or its designee an amount equal to the excess, if any, of the amount
remaining in such Interest Coverage Account over the amount that would be
required to be withdrawn therefrom (assuming sufficient funds therein) pursuant
to the second preceding sentence on each subsequent Distribution Date, if any,
that will occur during the Funding Period or that will be the Distribution Date
immediately following the end of the Funding Period, if no Subsequent Group I
Mortgage Loans or Subsequent Group II Mortgage Loans, as applicable, were
acquired by the Trust Fund after the end of the Prepayment Period relating to
the current Distribution Date (assuming that LIBOR remains constant at the level
of LIBOR applicable to the calculation of the Pass-Through Rate for the Class A
Certificates and the Mezzanine Certificates for the current Distribution Date).

                  (d) Upon the earlier of (i) the Distribution Date immediately
following the end of the Funding Period, (ii) the reduction of the Certificate
Principal Balance of the Guaranteed Certificates to zero or (iii) the
termination of this Agreement in accordance with Section 10.01, any amount
remaining on deposit in the Interest Coverage Accounts after distributions
pursuant to paragraph (c) above shall be withdrawn by the Trustee and remitted
to the Master Servicer or its designee.

                  SECTION 4.12.     Net WAC Rate Carryover Reserve Account.

                  With respect to the Class A Certificates, the Mezzanine
Certificates and the Class S Certificates and 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, Deutsche Bank
National Trust Company, as Trustee, in trust for the registered
Certificateholders of Ameriquest Mortgage Securities Inc., Series 2002-D, Class
A, Class M-1, Class M-2 and Class S." 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 in the Net WAC Rate Carryover Reserve
Account shall include any payments received by the Trustee under the Cap
Contracts and deposited into the Net WAC Rate Carryover Reserve Account for the
benefit of the Mezzanine Certificates.

                  On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates, the Mezzanine Certificates
and/or the Class S Certificates, the Trustee has been directed by the Class CE
Certificateholders to, and therefore will, deposit into the Net WAC Rate
Carryover Reserve Account the


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amounts described in Section 4.01(d)(vi), rather than distributing such amounts
to the Class CE Certificateholders. On each such Distribution Date, the Trustee
shall hold all amounts on deposit in the Net WAC Rate Carryover Reserve Account
or deposited therein pursuant to Section 4.01(d)(vi) for the benefit of the
Class A Certificateholders, the Mezzanine Certificateholders and the Class S
Certificateholders, and will distribute such amounts to the Class A
Certificateholders, the Mezzanine Certificateholders and/or the Class S
Certificateholders, as applicable, pursuant to Section 4.01(d) to the extent of
any Net WAC Rate Carryover Amount for such Class for such Distribution Date. If
no Net WAC Rate Carryover Amount is payable to any Holders on a Distribution
Date, the Trustee shall deposit into the Net WAC Rate Carryover Reserve Account
on behalf of the Class CE Certificateholders, from amounts otherwise
distributable to the Class CE 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. For federal
and state income tax purposes, the Class CE 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 4 to the Holders of the Class CE Certificates. Upon the termination of the
Trust Fund, all amounts remaining on deposit in the Net WAC Rate Carryover
Reserve Account will be released by the Trustee and distributed to the Class CE
Certificateholders or their designees. The Net WAC Rate Carryover Reserve
Account will be part of the Trust Fund but not part of any Trust REMIC and any
payments to the Holders of the Class A Certificates, the Mezzanine Certificates
and the Class S 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 860G(a)(1).

                  By accepting a Class CE Certificate, each Class CE
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 CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
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 CE Certificates, the Trustee shall direct any depository
institution maintaining the Net WAC Rate 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 CE Certificates with respect to the Net WAC
Rate Carryover Reserve Account is received by the Trustee, the Trustee shall
invest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so
long as it is a Permitted Investment. Interest earned on such investment shall
be deposited into the Net WAC Rate Carryover Reserve Account.

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

                  SECTION 4.13.     Excess Net WAC Rate Reserve Account.

                  No later than the Closing Date, the Trustee shall establish
and maintain with itself a separate, segregated trust account titled, "Excess
Net WAC Rate Reserve Account, Deutsche Bank National Trust Company, as Trustee,
in trust for the registered Certificateholders of Ameriquest Mortgage Securities
Inc., Series 2002-D, Class A."

                  On each Distribution Date as to which there is an Excess Group
Net WAC Rate Amount payable on the Class A Certificates or the Class CE
Certificates, the Trustee has been directed by the Class A Certificateholders
to, and therefore shall, deposit into the Excess Net WAC Rate Reserve Account,
the Excess Group Net WAC Rate Amount, rather than distributing such amounts to
the applicable Class A Certificateholders. On each such Distribution Date, the


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Trustee shall hold all such amounts for the benefit of the Holders of the
applicable Class A Certificates or the Class CE Certificates, and shall
distribute such amounts to the Holders of the applicable Class A Certificates
and/or the Class CE Certificates to the extent of the Excess Group Net WAC Rate
Amount.

                  For federal and state income tax purposes, the Class CE
Certificateholders will be deemed to be the owners of the Excess Net WAC Rate
Reserve Account and all amounts deposited into the Excess Net WAC Rate Reserve
Account shall be treated as amounts distributed by REMIC 4 to the Holders of the
Class CE Certificates. Upon the termination of the Trust Fund, or the payment in
full of the Class A Certificates, all amounts remaining on deposit in the Excess
Net WAC Rate Reserve Account shall be released by the Trust Fund and distributed
to the Class CE Certificateholders or their designees. The Excess Net WAC Rate
Reserve Account shall be part of the Trust Fund but not part of any Trust REMIC
and any payments to the Holders of the Class A Certificates or the Class CE
Certificates of Excess Group Net WAC Rate Amount 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 A Certificate, such Certificateholders
hereby agree to direct the Trustee, and the Trustee hereby is directed, to
deposit into the Excess Net WAC Rate Reserve Account the amounts described above
on each Distribution Date as to which there is any Excess Pool Net WAC Rate
Amount rather than distributing such amounts to the Class A Certificateholders,
as applicable. By accepting a Class A Certificate, each such Certificateholder
further agrees that such direction is given for good and valuable consideration,
the receipt and sufficiency of which is acknowledged by such acceptance.

                  Amounts on deposit in the Excess Net WAC Rate Reserve Account
will remain uninvested.

                  For federal tax return and information reporting, the right of
the Class A Certificateholders and the Class CE Certificates to receive payments
from the Excess Net WAC Rate Reserve Account in respect of any Excess Group Net
WAC Pass-Through Rate Amount shall be assigned a value of zero.

                  SECTION 4.14.     Commission Reporting.

                  (a) The Trustee 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.

                  (b) 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 Securities and Exchange Commission staff's interpretations. Such
Form 10-K shall include as exhibits the Master Servicer's annual statement of
compliance described under Section 3.19 and the accountant's report described
under Section 3.20, 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 R-1 (the "Certification"), which shall be signed by the senior officer
of the Depositor in charge


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of securitization.

                  (c) In addition, the Trustee shall sign a certification (in
the form attached hereto as Exhibit R-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). The Trustee's certification shall be delivered to the Depositor by
no later than March 18th of each year (or if such day is not a Business Day, the
immediately preceding Business Day) and the Depositor shall deliver the
Certification to the Trustee for filing no later than March 20th of each year
(or if such day is not a Business Day, the immediately preceding Business Day).

                  In addition, 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 4.14 or the
Trustee's negligence, bad faith or willful misconduct in connection therewith.
The Depositor shall indemnify and hold harmless the Trustee 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
Depositor's obligations under this Section 4.14 or the Depositor'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 or the Trustee, as applicable, then the other party, in connection
with a breach of its respective obligations under this Section 4.14 or its
respective negligence, bad faith or willful misconduct in connection therewith,
agrees that it shall contribute to the amount paid or payable by the other party
as a result of the losses, claims, damages or liabilities of the other party in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Trustee on the other.

                  (d) 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.

                  (e) 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 15
Suspension Notification with respect to the Trust.

                  (f) To the extent that, following the Closing Date, the
Depositor certifies that reports and certifications differing from those
required under this Section 4.14 comply with the reporting requirements under
the Exchange Act, the Trustee hereby agrees that it will reasonably cooperate to
amend the provisions of this Section 4.14 in order to comply with such amended
reporting requirements and such amendment of this Section 4.14. Any such
amendment may result in the reduction of the reports filed by the Depositor
under the Exchange Act. Notwithstanding the foregoing, the Trustee shall not be
obligated to enter into any amendment pursuant to this Section that adversely
affects its obligations and immunities under this Agreement.



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                                   ARTICLE V

                                THE CERTIFICATES

                  SECTION 5.01.     The Certificates.

                  (a) Each of the Class A, Class M-1, Class M-2, Class S, Class
CE, Class P and Class R 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, the Mezzanine Certificates and the Class S Certificates shall be
initially evidenced by one or more Certificates representing a Percentage
Interest with a minimum dollar denomination of $50,000 Certificate Principal
Balance (Notional Amount in the case of the Class S Certificates) and integral
dollar multiples of $1.00 Certificate Principal Balance (Notional Amount in the
case of the Class S Certificates) in excess thereof, except that one Certificate
of each such Class 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 (aggregate Notional Amount in the case of the
Class S Certificates) of such Class on the Closing Date. The Class CE
Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of $50,000
Notional Amount and integral multiples of $1,000 Notional Amount in excess
thereof, except that one Certificate of such Class may be in a different
denomination so that the sum of the denominations of all outstanding
Certificates of such Class shall equal the aggregate Notional Amount of such
Class on the Closing Date. The Class P Certificates and the Class R Certificates
are issuable in any Percentage Interests; provided, however, that the sum of all
such percentages for each such Class totals 100%.

                  The Certificates shall be executed 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.

                  (b) The Mezzanine Certificates shall initially be issued as
one or more Certificates held by the Book-Entry Custodian or, if appointed to
hold such Certificates as provided below, the Depository and registered in the
name of the Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the Trustee except
to another Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to such Certificates
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to definitive, fully registered Certificates
("Definitive Certificates") in respect of such Ownership Interests. All
transfers by Certificate Owners of their respective Ownership Interests in the
Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trustee shall initially act as the
Book-Entry Custodian and hereby agrees to act as such in accordance herewith and
in accordance with the agreement that it has with the Depository authorizing it
to act as such. The Book-Entry Custodian may, and if it is no longer qualified
to act as such, the Book-Entry Custodian shall, appoint, by a written instrument
delivered to the Depositor, the Master Servicer, the Trustee (if the Trustee is
not the Book-Entry Custodian) and any other transfer agent (including the
Depository or any successor Depository) to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, the Depository shall
immediately succeed to its predecessor's duties as Book-Entry


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Custodian. The Depositor shall have the right to inspect, and to obtain copies
of, any Certificates held as Book-Entry Certificates by the Book-Entry
Custodian.

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

                  If (i)(A) the Depositor advises the Trustee in writing that
the Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor, (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the Depository
or (iii) after the occurrence of a Master Servicer Event of Termination,
Certificate Owners representing in the aggregate not less than 51% of the
Ownership Interests of the Book-Entry Certificates advise the Trustee through
the Depository, in writing, that the continuation of a book-entry system through
the Depository is no longer in the best interests of the Certificate Owners, the
Trustee shall notify all Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same. Upon surrender to the Trustee of the
Book-Entry Certificates by the Book-Entry Custodian or the Depository, as
applicable, accompanied by registration instructions from the Depository for
registration of transfer, the Trustee shall issue the Definitive Certificates.
Such Definitive Certificates will be issued in minimum denominations of $50,000,
except that any beneficial ownership that was represented by a Book-Entry
Certificate in an amount less than $50,000 immediately prior to the issuance of
a Definitive Certificate shall be issued in a minimum denomination equal to the
amount represented by such Book-Entry Certificate. None of the Depositor, the
Master Servicer or the Trustee shall be liable for any delay in the delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be performed by the
Depository shall be deemed to be imposed upon and performed by the Trustee, to
the extent applicable with respect to such Definitive Certificates, and the
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

                  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 Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee 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 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


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authorized in writing. In addition, with respect to each Class R Certificate,
the Holder thereof may exchange, in the manner described above, such Class R
Certificate for four separate Certificates, each representing such Holder's
respective Percentage Interest in the Class R-1 Interest, the Class R-2 Interest
and the Class R-3 Interest, respectively, in each case that was evidenced by the
Class R Certificate being exchanged.

                  (b) No transfer, sale, pledge or other disposition of any
Class CE, Class P or Class R 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 the Class CE, Class P and Class R
Certificates by the Depositor, (i) 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 J)
and the transferee to execute an investment letter (in substantially the form
attached hereto as Exhibit H) 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 CE,
Class P or Class R 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.

                  Except with respect to the initial transfer of the ERISA
Restricted Certificates by the Depositor, no transfer of an ERISA Restricted
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 Q, unless the Depositor, the Trustee and the
Master Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Trustee and the Master Servicer that the
purchase of such Certificates is permissible under applicable law, will not
constitute or result in any prohibited transaction under ERISA or Section 4975
of the Code and will not subject the Depositor, the Master Servicer, the Trustee
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 Master Servicer, the Trustee or the Trust Fund.

                  Each beneficial owner of a Mezzanine Certificates or any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either (i)
it is not a Plan investor, (ii) it has acquired and is holding such Mezzanine
Certificates in reliance on the Underwriters' Exemption, and that it understands
that there are certain conditions to the availability of the Underwriters'
Exemption, including that the Mezzanine Certificates must be rated, at the time
of purchase, not lower than "BBB-" (or its equivalent) by Moody's, Fitch or S&P
or (iii) (1) it is an insurance company, (2) the source of funds used to acquire
or hold the certificate or interest therein is an "insurance company general
account," as such term is defined in PTCE 95-60, and (3) the conditions in
Sections I and III of PTCE 95-60 have been satisfied.

                  If any Class CE Certificate, Class P Certificate or Class R
Certificate or any interest therein is acquired or held in violation of the
provisions of the preceding paragraph, the next permitted beneficial owner will
be treated as the beneficial owner of that Certificate retroactive to the date
of transfer to the purported beneficial owner. Any purported beneficial owner
whose acquisition or holding of any such Certificate or interest therein was
effected in violation of the provisions of the preceding paragraph shall
indemnify and hold harmless the Depositor, the Master Servicer, the Guarantor,
the NIMS Insurer, 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 Class R 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 its designee as its attorney-in-fact
to negotiate the terms of any mandatory


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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 Class R Certificate are
expressly subject to the following provisions:

                  (i) Each Person holding or acquiring any Ownership Interest in
         a Class R 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 Class
         R Certificate unless such Ownership Interest is a pro rata undivided
         interest.

                  (iii) In connection with any proposed transfer of any
         Ownership Interest in a Class R 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 I 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 Class R 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 Class
                  R Certificates.

                  (iv) Any attempted or purported transfer of any Ownership
         Interest in a Class R 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 Class
         R Certificate, then the prior Holder of such Class R Certificate that
         is a Permitted Transferee shall, upon discovery that the registration
         of transfer of such Class R 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 Class R Certificate.
         The Trustee shall be under no liability to any Person for any
         registration of transfer of a Class R Certificate that is in fact not
         permitted by this Section or for making any distributions due on such
         Class R 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 Class R
         Certificate that was in fact not a Permitted Transferee at the time
         such distributions were made all distributions made on such Class R
         Certificate. Any such distributions so recovered by the Trustee shall
         be distributed and delivered by the Trustee to the prior Holder of such
         Class R Certificate that is a Permitted Transferee.

                  (v) If any Person other than a Permitted Transferee acquires
         any Ownership Interest in a Class R 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 Class R
         Certificate or any other Person having an Ownership Interest therein,
         to notify the Depositor to arrange for the sale of such Class R
         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 Class R
         Certificate that is a Permitted Transferee, except that in the event
         that the Trustee determines that the Holder of such Class R 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 Class R 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 Class R Certificate in violation of the
         restrictions in this Section, then the Trustee will provide to the
         Internal Revenue


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         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 Trustee will be entitled to additional
         compensation from such person for the cost of providing such
         information, but the Trustee shall in all events be required to furnish
         such information.

                  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, the Guarantor and the NIMS Insurer, in form and
substance satisfactory to the Trustee, the Guarantor and the NIMS Insurer, an
Opinion of Counsel to the effect that such removal will not cause any Trust
REMIC hereunder to fail to qualify as a REMIC or have any adverse impact on such
REMIC.

                  (c) 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 Depositor, the Certificate Registrar and the Trustee (for
its own benefit and the benefit of the Trust and each Certificateholder) such
security or indemnity as may be required by them to save each of them, the Trust
and each Certificateholder, 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 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 Master Servicer, the Depositor, the Trustee, the
Certificate Registrar, any Paying Agent and any agent of the Master Servicer,
the Depositor, the Guarantor and the NIMS Insurer, the Certificate Registrar,
any Paying Agent or the Trustee 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 Master Servicer, the Trust, the
Guarantor, the NIMS Insurer, 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 3.05 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 incorporated 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 Guarantor.


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                  (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 SELLER, THE MASTER SERVICER AND THE DEPOSITOR

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

                  The Seller and the Master Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
upon and undertaken by the Seller or Master Servicer, as the case may be,
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 Seller, the Master
                                    Servicer or the Depositor.

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

                  SECTION 6.03.     Limitation on Liability of the Master
                                    Servicer and Others; Indemnification.

                  Neither the Master Servicer nor any of the directors or
officers or employees or agents of the Master Servicer shall be under any
liability to the Trust Fund or the Certificateholders for any action taken or
for refraining from the taking of any action by the Master Servicer in good
faith pursuant to this Agreement, or for errors in judgment; provided, however,
that this provision shall not protect the Depositor, the Seller, the Master
Servicer or any such Person against any breach of warranties or representations
made herein, or against any specific liability imposed on the Master Servicer
for a breach of the Servicing Standard or against any liability which would
otherwise be imposed by reason of its respective willful misfeasance, bad faith,
fraud or negligence in the performance of its or by reason of its reckless
disregard of its respective obligations and duties hereunder; provided, further,
that this provision shall not be construed to entitle the Master Servicer to
indemnity in the event that amounts advanced by the Master Servicer to retire
any senior lien exceed Liquidation Proceeds (in excess of related liquidation
expenses) realized with respect to the related Mortgage Loan. The preceding
sentence shall not limit the obligations of the Seller pursuant to Section 8.05.

                  The Depositor, the Master Servicer, the Seller, the Trustee,
the Guarantor and any director or officer or employee or agent of the Depositor,
the Master Servicer, the Seller, the Trustee or the Guarantor 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 Depositor, the Master
Servicer, the Seller and any director or officer or employee or agent of the
Depositor, the Master Servicer or the Seller shall be indemnified by the Trust
Fund 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, fraud or
negligence a breach of a representation or warranty hereunder or, in the case of
the Master Servicer, a breach of the Servicing Standard in the performance of
duties hereunder or by reason of its reckless disregard of obligations and
duties hereunder. None of the Depositor, the Master Servicer, the Seller or the
Trustee shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this
Agreement and in its opinion does not expose it to any expense or liability;
provided, however, that the Master Servicer may in its discretion undertake any
action related to its obligations hereunder which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund
and the Master Servicer shall


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be entitled to be reimbursed from the Collection Account as and to the extent
provided in Section 3.05(a)(viii), any such right of reimbursement being prior
to the rights of the Certificateholders to receive any amount in the Collection
Account. This paragraph shall apply to the Master Servicer solely in its
capacity as Master Servicer hereunder and in no other capacities. Any
indemnification from the Trust Fund, as contemplated above, shall be payable by
the Trust Fund in the manner set forth in Section 3.05(a)(viii).

                  The Master Servicer (except the Trustee if it succeeds the
Master Servicer hereunder) indemnifies and holds the Trustee, the Seller, the
Depositor, the Guarantor, the NIMS Insurer and each Certificateholder harmless
against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, fees and expenses
that the Trustee, the Seller, the Depositor, the Guarantor, the NIMS Insurer and
any Certificateholder may sustain in any way related to the failure of the
Master Servicer to perform its duties and service the Mortgage Loans in
compliance with the terms of this Agreement. The Master Servicer shall
immediately notify the Trustee, the Seller, the Depositor, the Guarantor, the
NIMS Insurer and each Certificateholder if a claim is made that may result in
such claims, losses, penalties, fines, forfeitures, legal fees or related costs,
judgments, or any other costs, fees and expenses, and the Master Servicer shall
assume (with the consent of the Trustee) 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 Master Servicer, the Trustee, the Seller, the Depositor, the
Guarantor, the NIMS Insurer and/or Certificateholder in respect of such claim.
The provisions of this Section 6.03 shall survive the termination of this
Agreement and the payment of the outstanding Certificates.

                  SECTION 6.04.     Master Servicer Not to Resign.

                  Subject to the provisions of Section 7.01 and Section 6.02,
the Master 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 Master Servicer so causing such a conflict being of a type and
nature carried on by the Master Servicer or its subsidiaries or Affiliates at
the date of this Agreement or (ii) if the Master Servicer has proposed a
successor Master Servicer to the Trustee and the Guarantor in writing and such
proposed successor Master Servicer is reasonably acceptable to the Trustee and
the Guarantor (in the case of the Guarantor, as evidenced by a letter to the
Trustee, after consulting with the NIMS Insurer); provided, however, that no
such resignation by the Master Servicer shall become effective until such
successor Master Servicer or, in the case of (i) above, the Trustee shall have
assumed the Master Servicer's responsibilities and obligations hereunder or the
Trustee shall have designated a successor Master Servicer in accordance with
Section 7.02. Any such resignation shall not relieve the Master 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 Master Servicer.
Any such determination permitting the resignation of the Master Servicer
pursuant to clause (i) above shall be evidenced by an Opinion of Counsel to such
effect delivered to the Trustee, the Guarantor and the NIMS Insurer.

                  SECTION 6.05.     Delegation of Duties.

                  In the ordinary course of business and only with the approval
of the Guarantor, the Master Servicer 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; provided, however, that the Guarantor shall consult with the NIMS Insurer,
but the decision to approve such person shall be in the Guarantor's sole
discretion. Such delegation shall not relieve the Master Servicer of its
liabilities and responsibilities with respect to such duties and shall not
constitute a resignation within the meaning of Section 6.04. The Master Servicer
shall provide the Trustee, the NIMS Insurer and the Guarantor with 60 days prior
written notice prior to the delegation of any of its duties to any Person other
than any of the Master Servicer's Affiliates or their respective successors and
assigns.

                  SECTION 6.06.     Subservicing Agreements and Successor
                                    Subservicer.

                  (a) The Master Servicer may enter into subservicing agreements
for any servicing and administration of Mortgage Loans with any institution
which is pre-approved by the Guarantor and an approved Freddie


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Mac Seller/Master Servicer as indicated in writing, and which represents and
warrants that it is in compliance with the laws of each state necessary to
enable it to perform its obligations under such subservicing agreement;
provided, however, that in connection with such subservicing agreement, the
Guarantor shall consult with the NIMS Insurer, but the decision to approve such
subservicing agreement shall remain in the Guarantor's sole discretion. For this
purpose, subservicing shall not be deemed to include the use of a tax service,
or services for reconveyance, insurance or brokering REO Property. The Master
Servicer shall give prior notice to the Seller, the Guarantor, the NIMS Insurer
and the Trustee of the appointment of any subservicer and shall furnish to the
Seller, the NIMS Insurer and the Guarantor a copy of such subservicing
agreement. For purposes of this Agreement, the Master Servicer shall be deemed
to have received payments on Mortgage Loans when any subservicer has received
such payments. Any such subservicing agreement shall be consistent with and not
violate the provisions of this Agreement. Each subservicing agreement shall
provide that a successor Master Servicer shall have the option to terminate such
agreement without payment of any fees if the predecessor Master Servicer is
terminated or resigns. The Guarantor shall, after consultation with the NIMS
Insurer, have the right to direct the Master Servicer (at the Master Servicer's
expense) to terminate any subservicer that (i) having previously been an
approved Freddie Mac Seller/Master Servicer, no longer has such approval or (ii)
at the Guarantor's reasonable request.

                  (b) The Master Servicer may terminate any subservicing
agreement to which it is a party in accordance with the terms and conditions of
such subservicing agreement and either itself directly service the related
Mortgage Loans or enter into a subservicing agreement with a successor
subservicer that qualifies under Section 6.06(a).

                  SECTION 6.07.     Liability of the Master Servicer.

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

                  SECTION 6.08.     Inspection.

                  Each of the Seller and the Master Servicer shall afford the
Guarantor, the NIMS Insurer and the Trustee, upon reasonable advance notice,
during normal business hours, access to all records maintained by the Seller and
the Master Servicer, respectively, in respect of its rights and obligations
hereunder and access to officers of the Master Servicer and the Seller
responsible for such obligations. Upon request, the Master Servicer and the
Seller, respectively, shall furnish to the Guarantor and the NIMS Insurer its
most recent publicly available financial statements and such other information
relating to its capacity to perform its obligations under this Agreement. The
Master Servicer also shall afford the Guarantor and the NIMS Insurer, upon
reasonable notice, during normal business hours, the right to audit the Master
Servicer's servicing practices.



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                                   ARTICLE VII

                                     DEFAULT

                  SECTION 7.01.     Master Servicer Events of Termination.

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

                  (i) (A) The failure by the Master Servicer to make any
         Advance; or (B) any other failure by the Master 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 Master Servicer by
         the Trustee or to the Trustee by the Guarantor, the NIMS Insurer or by
         any Holder of a Regular Certificate evidencing at least 25% of the
         Voting Rights; or

                  (ii) The failure by the Master Servicer to make any required
         Servicing Advance or to cover any Prepayment Interest Shortfall which
         failure continues unremedied for a period of 15 days, or the failure by
         the Master Servicer duly to observe or perform, in any material
         respect, any other covenants, obligations or agreements of the Master
         Servicer as set forth in this Agreement, which failure continues
         unremedied for a period of 15 days, after the date (A) on which written
         notice of such failure, requiring the same to be remedied, shall have
         been given to the Master Servicer by the Trustee or to the Trustee by
         the Guarantor, the NIMS Insurer or by any Holder of a Regular
         Certificate evidencing at least 25% of the Voting Rights or (B) actual
         knowledge of such failure by a Servicing Officer of the Master
         Servicer; or

                  (iii) The entry against the Master 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 Master 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 Master 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 Master
         Servicer and such decree or order shall have remained in force
         undischarged, unbonded or unstayed for a period of 60 days; or the
         Master Servicer shall admit in writing its inability to pay its debts
         generally as they become due, file a petition to take advantage of any
         applicable insolvency or reorganization statute, make an assignment for
         the benefit of its creditors or voluntarily suspend payment of its
         obligations;

                  (v) A Cumulative Annual Loss Master Servicer Termination
         Trigger, a Cumulative Loss Master Servicer Termination Trigger or a
         Delinquency Master Servicer Termination Trigger has occurred and is
         continuing;

                  (vi) The Master Servicer shall fail to maintain a net worth of
         $20,000,000 or more;

                  (vii) The Master Servicer is no longer an approved servicer of
         Freddie Mac;

                  (viii) The Master Servicer's failure to comply with its
         reporting obligations under Section 4.04, if so provided in Section
         4.05(d) and Section 4.06(b); or


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                  (xi) An event of default shall occur under an Advance Facility
         consented to by Guarantor and NIMS Insurer pursuant to Section 3.23
         hereunder, loans under which facility are used by the Master Servicer
         to fund Advances and/or Servicing Advances made by the Master Servicer
         under this Agreement, as the term "event of default" is defined
         therein.

                  (b) then, and in each and every such case, so long as a Master
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 3:00 P.M. (New York time) on the Business Day immediately following
the day the Master Servicer receives notice of such failure, which notice the
Trustee shall give to the Master Servicer by 3:00 P.M. (New York time) on the
Master Servicer Remittance Date on which such Advance was required to be made,
then the Trustee shall at the direction of the Guarantor or may with the consent
of the Guarantor terminate all of the rights and obligations of the Master
Servicer under this Agreement and the Trustee, or a successor Master 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 Master Servicer
and (y) in the case of (i)(B), (ii), (iii), (iv), (v), (vi), (ix) and (x) above,
the Trustee shall, at the direction of the Guarantor or the Holders of each
Class of Regular Certificates evidencing Percentage Interests aggregating not
less than 51% (with the consent of the Guarantor), by notice then given in
writing to the Master Servicer (and to the Trustee if given by Holders of
Certificates or the Guarantor), terminate all of the rights and obligations of
the Master Servicer as master servicer under this Agreement; provided, however,
that in connection with the termination of the Master Servicer hereunder, the
Guarantor shall consult with the NIMS Insurer, but the decision to terminate the
Master Servicer shall remain in the Guarantor's sole discretion; and, provided,
further, however, that in connection with the termination of the Master Servicer
under clause (v) above, the Guarantor agrees to visit the Master Servicer's
primary servicing site for a review prior to exercising its right to terminate
the Master Servicer hereunder, and such review shall be for the Guarantor to
determine in its sole discretion whether the Master Servicer should be
terminated hereunder. Such review may consist of, but is not limited to: a
process review, interviews with Master Servicer management and staff, file
reviews, and systems adequacy tests. No postponement of the enforcement of the
termination rights that may occur due to such a visit shall be construed as a
waiver of Guarantor's rights nor does it diminish Guarantor's rights to
terminate the Master Servicer at a future date. Any such notice to the Master
Servicer shall also be given to the NIMS Insurer, the Depositor and the Seller.
On or after the receipt by the Master Servicer (and by the Trustee if such
notice is given by the Holders or the Guarantor) of such written notice, all
authority and power of the Master 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 Master 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 Master Servicer agrees to cooperate
with the Trustee (or the applicable successor Master Servicer) in effecting the
termination of the responsibilities and rights of the Master Servicer hereunder,
including, without limitation, the delivery to the Trustee of all documents and
records requested by it to enable it to assume the Master 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 Master Servicer) and the Guarantor for the
administration by it of all cash amounts that shall at the time be held by the
Master Servicer and to be deposited by it in the Collection Account, the
Distribution Account, any REO Account or any Escrow Account or that have been
deposited by the Master Servicer in such accounts or thereafter received by the
Master Servicer with respect to the Mortgage Loans or any REO Property received
by the Master Servicer; provided however, that the Master Servicer shall
continue to be entitled to receive all amounts accrued or owing to it under this
Agreement on or prior to the date of such termination, whether in respect of
Advances and/or Servicing Advances or otherwise notwithstanding any such
termination, and shall continue to be entitled to the benefits of Section 6.03
with respect to events occurring prior to such termination. All reasonable costs
and expenses (including attorneys' fees) incurred in connection with
transferring the Mortgage Files to the successor Master Servicer and amending
this Agreement to reflect such succession as Master Servicer pursuant to this
Section shall be paid by the predecessor Master Servicer upon presentation of
reasonable documentation of such costs and expenses, and if such predecessor
Master Servicer defaults in its obligation to pay such costs and expenses, such
costs and expenses shall be paid by the successor Master Servicer or the Trustee
(in which case the successor Master Servicer or the Trustee, as applicable,
shall be entitled to reimbursement therefor from the assets of the Trust). Any
notice to the Master Servicer pursuant to this Section 7.01 may come from the
NIMS


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Insurer.


                  SECTION 7.02.     Trustee to Act; Appointment of Successor.

                  (a) Within 90 days of the time the Master 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 Master
Servicer as is acceptable to the Guarantor and approved in accordance with this
Agreement) shall be the successor in all respects to the Master Servicer in its
capacity as master servicer under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Master 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 Master Servicer, immediately will assume all of the obligations of the
Master Servicer to make Advances. Notwithstanding the foregoing, the Trustee, in
its capacity as successor Master Servicer, shall not be responsible for the lack
of information and/or documents that it cannot obtain through reasonable
efforts. As compensation therefor, immediately upon assumption of the
obligations to make Advances, in its capacity as successor Master Servicer, the
Trustee (or such other successor Master Servicer) shall be entitled to such
compensation as the Master 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 Master 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 master servicer
having a net worth of not less than $50,000,000 as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder; provided, that the
appointment of any such successor Master Servicer shall be approved by the
Guarantor, as evidenced by the Guarantor's prior written consent; provided
further, that in connection with the appointment of such successor Master
Servicer hereunder, the Guarantor shall consult with the NIMS Insurer, but the
decision to appoint a successor Master Servicer shall remain in the Guarantor's
sole discretion. Pending appointment of a successor to the Master 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 Master 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 Master
Servicer shall not affect any liability of the predecessor Master Servicer which
may have arisen under this Agreement prior to its termination as Master Servicer
to pay any deductible under an insurance policy pursuant to Section 3.10 or to
indemnify the Seller, the Depositor, the Trustee, the Guarantor, the NIMS
Insurer and each Certificateholder pursuant to Section 6.03, nor shall any
successor Master Servicer be liable for any acts or omissions of the predecessor
Master Servicer or for any breach by such Master 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 Master Servicer
upon presentation of reasonable documentation of such costs, and if such
predecessor Master Servicer defaults in its obligation to pay such costs, such
costs shall be paid by the successor Master Servicer or the Trustee (in which
case the successor Master Servicer or the Trustee, as applicable, shall be
entitled to reimbursement therefor from the assets of the Trust Fund). Any
indemnification from the Trust Fund, as contemplated above, shall be payable by
the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided,
however, that the dollar limit set forth in such section shall not be applicable
if the appointment of a successor is made through a court proceeding or if the
predecessor master servicer is subject to any insolvency, bankruptcy,
reorganization, receivership or similar proceeding and the court having
jurisdiction over such a proceeding has determined that the "automatic stay"
provisions of section 362 of Title 11 of the U.S. Code or similar provisions are
applicable to this Agreement and has not appointed or approved a successor
master servicer or has ordered the Trustee to take action under this Agreement,
which will cause the Trustee to incur expenses, disbursements or advances under
this Agreement.

                  (b) Any successor, including the Trustee, to the Master
Servicer as master servicer shall during the term of its service as master
servicer continue to service and administer the Mortgage Loans for the benefit
of Certificateholders and the Guarantor, and maintain in force a policy or
policies of insurance covering errors and


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omissions in the performance of its obligations as Master Servicer hereunder and
a Fidelity Bond in respect of its officers, employees and agents to the same
extent as the Master Servicer is so required pursuant to Section 3.10.

                  (c) If the Master Servicer is terminated pursuant to Section
7.01, then the successor Master Servicer shall not be permitted to reimburse
itself directly for Advances or Servicing Advances under Section 3.05(a)(ii) or
Section 3.05(a)(iii) if the Master Servicer has not been fully reimbursed for
its Advances and Servicing Advances, but instead the successor Master Servicer
shall include such amounts in the applicable remittance to the Trustee made
pursuant to Section 3.04(g) to the extent of amounts on deposit in the
Collection Account on the related Master Servicer Remittance Date. The Trustee
is hereby authorized to pay to the terminated Master Servicer (or the related
Advancing Person in accordance with Section 3.23) and the successor Master
Servicer, as applicable, reimbursements for Advances and Servicing Advances from
the Distribution Account to the same extent each such Master Servicer would have
been permitted to reimburse itself for such Advances and/or Servicing Advances
in accordance with Section 3.05(a)(ii) or Section 3.05(a)(iii), as the case may
be. 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. At such time as the Master Servicer has been reimbursed for all
Advances and Servicing Advances made by it, the successor Master Servicer shall
no longer be required to remit in accordance with the first sentence of this
Section 7.02(c) and shall then be permitted to reimburse itself directly for
Advances and Servicing Advances in accordance with Section 3.05(a)(ii) or
Section 3.05(a)(iii).

                  SECTION 7.03.     Waiver of Defaults.

                  The Guarantor, after consultation with the NIMS Insurer, may
waive any events permitting removal of the Master Servicer as master servicer
pursuant to this Article VII. Upon any waiver of a past default, such default
shall cease to exist and any Master 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.

                  SECTION 7.04.     Notification to Certificateholders.

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

                  (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 Master 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 Master Servicer Event of Termination
shall have been waived or cured. Such notice shall be given to the Guarantor and
the NIMS Insurer promptly after any such occurrence.

                  SECTION 7.05.     Survivability of Master Servicer
                                    Liabilities.

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

                  SECTION 7.06.     Rights of the Guarantor to Exercise Rights
                                    of Class A Certificateholders.

                  By accepting any ownership interest in its Certificate, each
Class A Certificateholder agrees that the Guarantor shall be deemed to be the
Certificateholder for all purposes (other than with respect to payment on the
Certificates) and shall have the right to exercise all rights of the Class A
Certificateholders under this Agreement and under each Class A Certificate
without any further consent of the Class A Certificateholders, including,
without limitation:



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                  (a) the right to require the Seller to repurchase Mortgage
         Loans pursuant to Section 2.03;

                  (b) the right to give notices of breach or to terminate the
         rights and obligations of the Master Servicer as master servicer
         pursuant to Section 7.01 and to consent to or direct waivers of Master
         Servicer defaults pursuant to Section 7.03;

                  (c) the right to direct the actions of the Trustee during the
         continuance of a Master Servicer default pursuant to Sections 7.01 and
         7.02;

                  (d) the right to institute proceedings against the Master
         Servicer pursuant to Section 7.01;

                  (e) the right to direct the Trustee to investigate certain
         matters pursuant to Section 8.02;

                  (f) the right to remove the Trustee pursuant to Section 8.07;

                  (g) the right to direct foreclosures upon the failure of the
         Master Servicer to do so in accordance with this Agreement;

                  (h) all Voting Rights; and

                  (i) any rights or remedies expressly given the Majority
         Certificateholders.

                  In addition, each Certificateholder agrees that the rights
specifically enumerated in this Agreement may be exercised by the
Certificateholders only with the prior written consent of the Guarantor.

                  SECTION 7.07.     Trustee to Act Solely with Consent of the
                                    Guarantor.

                  The Trustee shall not, without the Guarantor's consent or
unless directed by the Guarantor: (a) terminate the rights and obligations of
the Master Servicer as master servicer pursuant to Section 7.01; or (b) agree to
any amendment pursuant to Article XI; provided, however, that such consent shall
not be unreasonably withheld. The Guarantor may, in writing and in its sole
discretion renounce all or any of its rights under Section 7.06 or 7.07 or any
requirement for the Guarantor's consent for any period of time.

                  SECTION 7.08.     Mortgage Loans, Trust Fund and Accounts Held
                                    for Benefit of the Guarantor.

                  The Trustee shall hold the Trust Fund and the Mortgage Files
for the benefit of the Certificateholders and the Guarantor and all references
in this Agreement and in the Certificates to the benefit of Holders of the
Certificates shall be deemed to include the Guarantor. The Trustee shall
cooperate in all reasonable respects with any reasonable request by the
Guarantor for action to preserve or enforce the Guarantor's rights or interests
under this Agreement and the Certificates unless, as stated in an Opinion of
Counsel addressed to the Trustee and the Guarantor, such action is adverse to
the interests of the Certificateholders or diminishes the rights of the
Certificateholders or imposes additional burdens or restrictions on the
Certificateholders.

                  The Master Servicer hereby acknowledges and agrees that it
shall service the Mortgage Loans for the benefit of the Certificateholders and
for the benefit of the Guarantor, and all references in this Agreement to the
benefit of or actions on behalf of the Certificateholders shall be deemed to
include the Guarantor.



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                                  ARTICLE VIII

                                   THE TRUSTEE

                  SECTION 8.01.     Duties of Trustee.

                  The Trustee, prior to the occurrence of a Master Servicer
Event of Termination and after the curing of all Master 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 Master
Servicer Event of Termination has occurred (which has not been cured) of which a
Responsible Officer of the Trustee has actual knowledge as to which the Trustee
receives written notice, 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 on their face 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 Guarantor and the NIMS Insurer and will, at the expense of the Seller,
which expense shall be reasonable given the scope and nature of the required
action, take such further action as directed by the Guarantor.

                  The Trustee's computer and other systems used in performing
its duties and obligations under this Agreement operate in a manner such that
(i) the Trustee can perform such duties and obligations in accordance with the
terms of this Agreement and (ii) the Trustee can operate its business in the
same manner as it is operating on the date hereof.

                  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 Master Servicer Event of
         Termination, and after the curing of all such Master 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 Guarantor or in
         accordance with the direction of the NIMS Insurer or the Majority
         Certificateholders (with the consent of the Guarantor, so long as no
         Guarantor Default exists) relating to the time, method and place of
         conducting any 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



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                  (iv) the Trustee shall not be charged with knowledge of any
         failure by the Master Servicer to comply with the obligations of the
         Master Servicer referred to in clauses (i) and (ii) 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 Master Servicer, the Guarantor,
         the Majority Certificateholders or the NIMS Insurer.

                  The Depositor hereby directs the Trustee to execute agreements
with the NIMS Insurer or any other insurer in the form presented by the
Depositor or the Master Servicer. 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 Master 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 Master Servicer in
accordance with the terms of this Agreement. The Trustee is hereby directed by
the Depositor to execute and deliver the PMI Policy and the Cap Contracts on
behalf of the Trust Fund in the respective forms presented to it by the
Depositor.

                  SECTION 8.02.     Certain Matters Affecting the Trustee.

                  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
         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 or the Guarantor, pursuant to the provisions of this
         Agreement, unless such Certificateholders and the Guarantor 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;

                  (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 Master Servicer Event of
         Termination and after the curing of all Master 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 Guarantor, the
         NIMS Insurer or the Majority Certificateholder (with the consent of the
         Guarantor, so long as no Guarantor Default exists and is continuing);
         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


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         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 Master Servicer or the NIMS Insurer
         (if requested by the NIMS Insurer) or, if paid by the Trustee, shall be
         reimbursed by the Master Servicer or the NIMS Insurer (if requested by
         the NIMS Insurer) upon demand (and if the Master Servicer or the NIMS
         Insurer, as applicable, defaults in its obligation to pay or reimburse
         the Trustee any amount as required under this clause (v), the Trustee
         shall be entitled to be paid or reimbursed such amount from the assets
         of the Trust Fund consisting of any amounts on deposit at any time in
         the Collection Account or the Distribution Account). Nothing in this
         clause (v) shall derogate from the obligation of the Master 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 Master Servicer until such time as the Trustee may be
         required to act as Master Servicer pursuant to Section 7.02 and
         thereupon only for the acts and omissions of the Trustee as successor
         Master 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 Seller, 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 Master Servicer, or for the use or application of any
funds paid to the Master Servicer in respect of the Mortgage Loans or deposited
in or withdrawn from the Collection Account by the Master 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, any Assignment or any
Mortgage Loan, or the perfection and priority of any Mortgage (or any interest
therein) or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Trust Fund 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 and enforceability of any hazard insurance
thereon (other than if the Trustee shall assume the duties of the Master
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 Master Servicer pursuant to
Section 7.02); the compliance by the Depositor, the Seller or the Master
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 Master Servicer or any loss resulting therefrom, it being understood that
the Trustee shall remain responsible for any Trust Fund property that it may
hold in its individual capacity; the acts or omissions of any of the Master
Servicer (other than if the Trustee shall assume the duties of the Master
Servicer pursuant to Section 7.02), any subservicer or any Mortgagor; any action
of the Master Servicer (other than if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 7.02), or any subservicer taken in the name
of the Trustee; the failure of the Master Servicer or any subservicer 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 Master Servicer (other
than if the Trustee shall assume the duties of the Master 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


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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 Master 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
Seller, the Master Servicer, the Depositor or their Affiliates.

                  SECTION 8.05.     Trustee Fees and Expenses.

                  Prior to disbursing the Available Funds, the Trustee shall
withdraw from the Distribution Account on each Distribution Date and pay to
itself the Trustee Fee. The Seller will pay or reimburse the Trustee upon its
request for all reasonable expenses and disbursements incurred or made by the
Trustee, in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ and any amounts paid by the
Trustee for the recording of Assignments pursuant to Section 2.01) except any
such expense or disbursement as may arise from its negligence or bad faith or
which is the responsibility of Certificateholders or the Trustee hereunder. In
addition, the Seller covenants and agrees to indemnify the Trustee and its
officers, directors, employees and agents from, and hold it harmless against,
any and all losses, liabilities, damages, claims or expenses incurred in
connection with any legal action relating to this Agreement or the Certificates,
other than 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. This section shall survive termination of this Agreement
or the resignation or removal of any Trustee hereunder. If the Seller defaults
in its obligation to pay or reimburse the Trustee any amount as required under
this Section 8.05, the Trustee shall be entitled to be paid or reimbursed such
amount from the assets of the Trust Fund consisting of any amounts on deposit at
any time in the Collection Account or the Distribution Account. Any
indemnification from the Trust Fund, as contemplated above, shall be payable by
the Trust Fund in the manner set forth in Section 3.05(a)(ix); provided,
however, that the dollar limit set forth in such section shall not be applicable
in connection with any insolvency, bankruptcy, reorganization, receivership or
similar proceeding to which the Master Servicer is subject or in connection with
claims made in or through such proceeding and the court having jurisdiction over
such a proceeding has determined that the "automatic stay" provisions of section
362 of Title 11 of the U.S. Code or similar provisions are applicable to this
Agreement and has not appointed or approved a successor master servicer or has
ordered the Trustee to take action under this Agreement, which will cause the
Trustee to incur expenses, disbursements or advances under this Agreement.

                  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 a
minimum long-term debt rating of "Baa3" by Moody's, a long-term debt rating of
at least "A-" and a short-term debt rating of at least "A-1" by S&P, if rated by
S&P, 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 and the NIMS
Insurer at the time such Trustee is appointed Trustee to the effect that the
Trust Fund will not incur tax 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


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notice thereof to the Depositor, the Master Servicer, the Guarantor and the NIMS
Insurer. Upon receiving such notice of resignation, the Guarantor, upon
consultation with the NIMS Insurer, 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 (i) shall cease to be eligible in
accordance with the provisions of Section 8.06 or (ii) fails to comply with the
reporting obligations under Section 4.05(a), to the extent set forth in Section
4.05(c), and shall fail to resign after written request therefor by the
Guarantor 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 Guarantor, the NIMS Insurer or the Master
Servicer may remove the Trustee. If the Guarantor, the NIMS Insurer or the
Master Servicer removes the Trustee under the authority of the immediately
preceding sentence, the Guarantor 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;
provided, however, that in connection with the appointment of a successor
Trustee under this paragraph, the Guarantor shall consult with the NIMS Insurer,
but the decision to appoint a successor Trustee under this paragraph shall
remain in the Guarantor's sole discretion.

                  The Majority Certificateholders may, with the prior written
consent of the Guarantor, at any time remove the Trustee by written instrument
or instruments delivered to the Master Servicer and the Trustee; the Guarantor
shall thereupon use its best efforts to appoint a successor trustee in
accordance with this Section; provided, however, that in connection with the
removal of the Trustee and appointment of a successor Trustee pursuant to this
paragraph, the Guarantor shall consult with the NIMS Insurer, but the decision
to remove the Trustee and appoint a successor Trustee in accordance with this
paragraph shall remain in the Guarantor's sole discretion.

                  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.

                  Notwithstanding anything to the contrary contained herein the
Trustee may not be removed by the Depositor or the Certificateholders without
the prior written consent of the Guarantor, which consent shall not be
unreasonably withheld.

                  If the Trustee resigns or is removed, the Guarantor or the
NIMS Insurer may terminate any Custodian or Paying Agent; provided, however,
that any such termination of any Custodian or Paying Agent shall not become
effective until a successor Trustee (or a successor Custodian or Paying Agent,
as applicable, on its behalf) shall have assumed in writing the duties of the
terminated Custodian or Paying Agent, as applicable.

                  SECTION 8.08.     Successor Trustee.

                  Any successor Trustee appointed as provided in Section 8.07
shall execute, acknowledge and deliver to the Guarantor, the NIMS Insurer, the
Master 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 Master 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.


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                  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.

                  Notwithstanding anything to the contrary contained herein, the
appointment of any successor Trustee pursuant to any provision of this Agreement
will be subject to the prior written consent of the Guarantor, which consent
shall not be unreasonably withheld.

                  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.

                  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 Fund 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, the NIMS Insurer and the Guarantor 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
Master 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
Master Servicer, the NIMS Insurer and the Guarantor (so long as no Guarantor
Default exists and is continuing). If the Master Servicer, the NIMS Insurer and
the Guarantor 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 Master 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 Master
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 Master Servicer
         hereunder), the Trustee shall be incompetent or unqualified to perform
         such act or acts, in which event such rights, powers, duties and
         obligations (including the holding of title to the Trust Fund 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 Master Servicer and the Trustee, with the consent of
         the Guarantor and the NIMS Insurer, acting jointly may at any time
         accept the resignation of or remove any separate trustee or co-trustee
         except that


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         following the occurrence of a Master 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
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, the Guarantor, the NIMS Insurer and the
Master 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 this 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 as an undertaking or agreement by the Trustee as a
fiduciary of the Trust Fund.

                  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 and the Guarantor
in respect of which such judgment has been recovered.

                  (b) The Trustee shall afford the Seller, the Depositor, the
Master Servicer, the Guarantor, the NIMS Insurer 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 Master Servicer, the NIMS Insurer, the Guarantor and
any requesting Certificateholder with its most recent financial statements. The
Trustee shall cooperate fully with the Seller, the Master Servicer, the
Depositor, the Guarantor, the NIMS Insurer and such Certificateholder and shall
make available to the Seller, the Master Servicer, the Depositor, the Guarantor,
the NIMS Insurer 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 Master Servicer, the Guarantor 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.

                  In case a Master Servicer Event of Termination or other
default by the Master Servicer or the Depositor hereunder shall occur and be
continuing, the Trustee, shall, at the direction of the Guarantor, or may, with
the consent of the Guarantor, proceed to protect and enforce its rights and the
rights of the Certificateholders, the Guarantor or the


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NIMS Insurer 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, the Guarantor, the NIMS Insurer 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 Fund, or
any part thereof, may be located that the Trustee file any inventory, accounting
or appraisal of the Trust Fund 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) A REMIC election shall be made by the Trustee on Form 1066
or other appropriate federal or state tax or information return with respect to
each Trust REMIC 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 Trust REMIC shall be as designated in the Preliminary
Statement.

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

                  (c) The Master Servicer shall pay any and all tax related
expenses (not including taxes) of each Trust REMIC, including but not limited to
any professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such Trust 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 Master Servicer in fulfilling its duties
hereunder. The Master 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, and the Trustee shall sign and
file, all of each Trust REMIC's federal and state tax and information returns as
such Trust REMIC's direct representative. 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
Trust REMIC and shall act as Tax Matters Person for such REMICs. The Trustee, as
agent for the applicable Tax Matters Person, shall perform on behalf of each
Trust 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 applicable Tax
Matters Person, shall provide (at the Trustee's own expense without right of
reimbursement, in consideration of the compensation paid to the Trustee
hereunder, including any additional compensation accepted by the Trustee
pursuant Section 5.02(b)(vi) under the circumstances set forth in such subclause
(vi)) (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 related
Class R 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 shall represent each Trust 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 Trust REMIC, enter into settlement agreements with any
government taxing agency, extend any statute of limitations relating to any item
of any Trust REMIC and otherwise act on behalf of any Trust REMIC in relation to
any tax matter involving the Trust, provided that to the extent that such
representation affects the Guarantor's obligations hereunder, the Trustee agrees
to consult with the Guarantor and accommodate the Guarantor's reasonable
requests.

                  (f) The Trustee, the Master Servicer and the Holders of
Certificates shall take any action or cause each Trust REMIC to take any action
necessary to create or maintain the status of such Trust 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 Master Servicer nor the Holder of
any Class R Certificate shall take any action, cause any Trust REMIC 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 Trust REMIC as a REMIC or (ii) result in the imposition of a
tax upon such Trust REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section


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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,
the Guarantor, the NIMS Insurer and the Master 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 a Trust REMIC or the assets therein, or causing a Trust REMIC to take
any action, which is not expressly permitted under the terms of this Agreement,
any Holder of a related Class R Certificate will consult with the Trustee, the
Guarantor, the NIMS Insurer and the Master Servicer, or their respective
designees, in writing, with respect to whether such action could cause an
Adverse REMIC Event to occur with respect to such Trust REMIC, and no such
Person shall take any such action or cause a Trust REMIC to take any such action
as to which the Trustee, the Guarantor, the Master Servicer or the NIMS Insurer
has advised it in writing that an Adverse REMIC Event could occur.

                  (g) Each Holder of a Class R Certificate shall pay when due
any and all taxes imposed on the related Trust REMICs by federal or state
governmental authorities. To the extent that such REMIC taxes are not paid by a
Class R Certificateholder, the Trustee shall pay any remaining REMIC taxes out
of current or future amounts otherwise distributable to the Holder of the Class
R Certificate relating to the taxed Trust REMIC or, if no such amounts are
available, out of other amounts held in the Collection Account, and shall reduce
amounts otherwise payable to Holders of regular interests in the taxed Trust
REMIC, as the case may be. Subject to the foregoing, in the event that a Trust
REMIC incurs a state or local tax, including franchise taxes, by virtue of the
location of the Master Servicer (or any subservicer) or the Trustee, the Master
Servicer (if such tax was incurred by virtue of the location of the Master
Servicer (or any subservicer)) and the Trustee (if such tax was incurred by
virtue of the location of the Trustee) agree to pay on behalf of such Trust
REMIC when due, any and all state and local taxes imposed, in the event that the
Holder of the related Class R 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
Trust REMIC on a calendar year and on an accrual basis.

                  (i) No additional contributions of assets shall be made to a
Trust REMIC, except as expressly provided in this Agreement with respect to
eligible substitute mortgage loans and Subsequent Mortgage Loans.

                  (j) Neither the Trustee nor the Master Servicer shall enter
into any arrangement by which a Trust REMIC will receive a fee or other
compensation for services.

                  (k) On or before April 30th of each calendar year beginning in
2003, the Master Servicer shall deliver to the Trustee, the NIMS Insurer and the
Guarantor an Officers' Certificate stating the Master Servicer's compliance with
the provisions of this Section 9.01, which in the Master Servicer's discretion
may be included in the Annual Statement of Compliance provided by the Master
Servicer pursuant to Section 3.19.

                  (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 Master 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 a Trust REMIC 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 a Trust REMIC, nor sell or dispose of any
investments in the Distribution Account for gain, nor accept any contributions
to a Trust REMIC after the Closing Date, unless it, the Guarantor and the NIMS
Insurer have 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 such
Trust REMIC as a REMIC, (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 such Trust REMIC to be subject to a tax, including a tax on
prohibited transactions or prohibited contributions pursuant to the


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REMIC Provisions.

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

                  (a) In the event that any Trust 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 Master Servicer of its duties
and obligations set forth herein, the Master Servicer shall indemnify the
Trustee, the Guarantor, the NIMS Insurer and the Trust Fund against any and all
losses, claims, damages, liabilities or expenses ("Losses") resulting from such
negligence; provided, however, that the Master 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 Class R Certificate, as applicable, nor for any
such Losses resulting from misinformation provided by the Holder of such Class R
Certificate on which the Master Servicer has relied. The foregoing shall not be
deemed to limit or restrict the rights and remedies of the Holder of such Class
R Certificate now or hereafter existing at law or in equity. Notwithstanding the
foregoing, however, in no event shall the Master 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 Master 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).

                  (b) In the event that any Trust 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, the
Guarantor and the NIMS Insurer 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 Master Servicer, the
Depositor or the Holder of such Class R Certificate, as applicable, nor for any
such Losses resulting from misinformation provided by the Holder of such Class R
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 Class R
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
Seller, the Guarantor, the Master 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 Master Servicer to send certain notices as hereinafter set
forth) shall terminate upon notice to the Trustee upon the later of (A) the
payment in full of all amounts owing to the Guarantor unless the Guarantor shall
otherwise consent and (B) the earliest of (i) the final payment or other
liquidation of the last Mortgage Loan in the Trust, (ii) the optional purchase
by the Master Servicer or the NIMS Insurer of the Mortgage Loans as described
below and (iii) the Distribution Date in July 2032. 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 Master Servicer (or if the Master Servicer fails to
exercise such option, the NIMS Insurer) may, at its option, terminate REMIC 1 on
or after the Optional Termination Date by purchasing, on or after the Optional
Termination Date, all of the outstanding Mortgage Loans and REO Properties at a
price equal to the Termination Price.

                  With respect to REMIC 1, the "Termination Price" means the
fair market value (as determined by the Master Servicer, the Guarantor, the NIMS
Insurer, the majority Holder of the Class CE Certificates and, to the extent
that a Class of Mezzanine Certificates will not receive all amounts owed to it
as a result of the termination, in consultation with 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(b)) of the outstanding Principal Balance of the
Mortgage Loans and REO Properties in REMIC 1 (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), plus accrued and unpaid interest on the Principal
Balance of such Mortgage Loans and REO Properties (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) at the weighted average of the Mortgage Rates
thereon as of the end of the Due Period preceding the final Distribution Date
plus Unpaid Interest Shortfall Amounts, any related Net WAC Rate Carryover
Amount, unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loans and REO Properties; provided, however,
such option may only be exercised if (i) the Termination Price is sufficient to
pay any amount owed the Guarantor under this Agreement in respect of the
Guaranteed Certificates 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.

                  In connection with any such purchase pursuant to the preceding
paragraph, the Master Servicer or the NIMS Insurer, as applicable (in the
capacity as purchaser of assets from REMIC 1, the "Terminator"), shall deposit
in the Distribution Account all amounts then on deposit in the Collection
Account (less amounts permitted to be withdrawn by the Master Servicer pursuant
to Section 3.05(b)), 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 Business Day before such Distribution Date of the
Termination Price and the delivery of an opinion of counsel in form and
substance acceptable to the Guarantor that such termination is a "Qualified
Liquidation", under Section 860F of the Code, of REMIC 1 and of each other Trust
REMIC. The Terminator shall indemnify the Guarantor for any claims under this
Agreement due to the Terminator's exercise of such option. In addition, the
Terminator shall reimburse the Trustee for the Trustee's out-of-pocket costs and
expenses incurred by the Trustee in connection with the Terminator's exercise


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of such option.

                  (b) Notice of the termination of the Trust REMICs, specifying
the Distribution Date (which shall be a date that would otherwise be a
Distribution Date) upon which the terminated 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 Guarantor, the NIMS
Insurer and 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 related 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 applicable Certificates at the
office or agency of the Trustee therein specified.

                  (c) Upon presentation and surrender of the terminated
Certificates in connection with any termination under this Section 10.01, the
Trustee shall cause to be distributed to the Holders of such Certificates on the
Distribution Date for the final distribution thereon, 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. With respect to the terminated Certificates, on the
final Distribution Date therefor, the Trustee will withdraw from the
Distribution Account and remit to the Guarantor the lesser of (x) the amount
available for distribution on such final Distribution Date, net of any portion
thereof necessary to pay Holders of the Guaranteed Certificates pursuant to
Section 4.01 and any amounts owing to the Trustee in respect of the Trustee Fee
(or any other amount payable or reimbursable to the Trustee pursuant to this
Agreement, including, but not limited to Section 7.02 and Section 8.05) and due
and unpaid Advances, Servicing Advances and Servicing Fees, (y) the unpaid
amounts due and owing to the Guarantor relating to the Guaranteed Certificates
pursuant to Sections 4.01 and 4.05. By acceptance of the Class R Certificates,
the Holders of the Class R 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 CE
Certificates.

                  (d) In the event that all Certificateholders of terminated
Certificates shall not surrender their terminated Certificates for final payment
and cancellation on or before the final Distribution Date therefor, the Trustee
shall promptly following such date cause all funds in the Distribution Account
not distributed in final distribution to terminated Certificateholders to be
withdrawn therefrom and credited to the remaining terminated Certificateholders
by depositing such funds in a separate escrow account for the benefit of such
Certificateholders, and the Trustee shall give a second written notice to the
remaining such 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 terminated Certificates shall not
have been surrendered for cancellation, the Class R 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
Class R 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, REMIC 1 and each other Trust REMIC (such
REMICs as are terminated in connection with a termination by the Terminator
being referred to in this Section 10.02 as the "Terminated REMICs"), shall be
terminated in accordance with the following additional requirements, unless the
Trustee and the Guarantor shall have been furnished with an Opinion of Counsel
to the effect that the failure to comply with the requirements of this Section
will not (i) result in the imposition of taxes on the Trust Fund (or any Trust
REMIC), including a tax on "prohibited transactions" of the Trust Fund (or any
Trust REMIC) as defined in Section 860F of the Code or (ii) cause any Trust
REMIC 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 prepare and the


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         Trustee shall adopt and sign a plan of complete liquidation of each
         Terminated REMIC meeting the requirements of a "Qualified Liquidation"
         under Section 860F of the Code and any regulations thereunder;

                  (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 Terminated REMICs to
         the Terminator for cash pursuant to the terms of the plan of complete
         liquidation; and

                  (iii) At the time of the making of the final payment on the
         Certificates, the Trustee shall distribute or credit, or cause to be
         distributed or credited (A) to the Holders of the Class A Certificates,
         the Mezzanine Certificates, the Class CE Certificates and the Class P
         Certificates, the Certificate Principal Balance thereof, plus (in the
         case of the Class A Certificates and the Mezzanine Certificates) one
         month's interest thereon at the Pass-Through Rate therefor, any
         previously accrued but undistributed interest at the Pass-Through Rate
         and any Net WAC Rate Carryover Amount, (B) to the Holders of the Class
         S Certificates and the Class CE Certificates one month's interest on
         the Notional Amount thereof at the Pass-Through Rate therefor, any
         previously accrued but undistributed interest at the Pass-Through Rate
         and any Net WAC Rate Carryover Amount and (C) to the Guarantor, all
         amounts owing to the Guarantor under this Agreement, and the Terminated
         REMICs shall terminate at such time.

                  (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 or upon the
written request of the Guarantor 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 Seller,
the Guarantor, the Depositor, the Master Servicer and the Trustee, with the
consent of the NIMS Insurer (which consent shall not be unreasonably withheld);
(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 4.14 or (iv) to make any other provisions
with respect to matters or questions arising under this Agreement, as the case
may be, which shall not be inconsistent with the provisions of this Agreement;
provided, however, that any such action listed in clauses (i), (ii) and (iv)
above shall not adversely affect in any respect the interests of any
Certificateholder, as evidenced by (i) an Opinion of Counsel delivered to the
Master Servicer and the Trustee or (ii) confirmation from the Rating Agencies
that such amendment will not result in the reduction or withdrawal of the rating
of any outstanding Class of Certificates (without regard to the Guarantee of the
Guarantor). Neither an Opinion of Counsel nor confirmation from the Rating
Agencies will be required in connection with an amendment to the provisions of
Section 4.14. If confirmation from the Rating Agencies is obtained with respect
to any amendment, such amendment shall be deemed not to adversely affect in any
material respect the interests of any Certificateholder. No amendment shall be
deemed to adversely affect in any material respect the interests of any
Certificateholder who shall have consented thereto, and no Opinion of Counsel
shall be required to address the effect of any such amendment on any such
consenting Certificateholder.

                  In addition, (i) this Agreement may be amended from time to
time by the Seller, the Depositor, the Master Servicer and the Trustee, with the
consent of the Guarantor and the NIMS Insurer (which consent shall not be
unreasonably withheld), and (ii) the Master Servicer, the Guarantor and the NIMS
Insurer may from time to time consent to the amendment of this Agreement, in
each case 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 or payments under this Agreement 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 in a manner other than as described in
clause (x) above ( as evidenced by (i) an Opinion of Counsel delivered to the
Master Servicer and the Trustee or (ii) confirmation from the Rating Agencies
that such amendment will not result in the reduction or withdrawal of the rating
of any outstanding Class of Certificates (without regard to the Guarantee of the
Guarantor), 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.

                  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, and satisfactory to the
Guarantor and the NIMS Insurer, to the effect that such amendment will not
result in the imposition of a tax on any Trust REMIC pursuant to the REMIC
Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
that any 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 Seller or the Master 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 Master Servicer, the NIMS Insurer and the Guarantor.

                  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


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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 Master Servicer at the expense of the Trust, but only upon
direction of Certificateholders or the Guarantor 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 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


                                       124

<PAGE>



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, requests, authorizations 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 Seller
and/or Master Servicer, Ameriquest Mortgage Company, 1100 Town & Country Road,
Suite 1100, Orange, California 92868, Attention: General Counsel, or such other
address or telecopy number as may hereafter be furnished to the Depositor, the
NIMS Insurer and the Trustee in writing by the Seller, (b) in the case of the
Trustee, Deutsche Bank National Trust Company, 1761 East St. Andrew Place, Santa
Ana, CA 92705-4934, Attention: Trust Administration - AQ020D, or such other
address or telecopy number as may hereafter be furnished to the Depositor, the
NIMS Insurer, the Seller and the Master Servicer in writing by the Trustee, (c)
in the case of the Depositor, Ameriquest Mortgage Securities Inc., 1100 Town &
Country Road, Suite 1100, Orange, California 92868, Attention: General Counsel,
or such other address or telecopy number as may be furnished to the Seller, the
Master Servicer, the NIMS Insurer and the Trustee in writing by the Depositor,
(d) in the case of the NIMS Insurer, such address furnished to the Depositor,
the Master Servicer, the Trustee and the Guarantor in writing by the NIMS
Insurer and (e) in the case of the Guarantor, 1551 Park Run Drive, McLean,
Virginia 22102, Attention: Director, Mortgage Security Operations--Funding and
Investments. 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
Master 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.        Reserved.

                  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.



                                       125

<PAGE>



                  Except to the extent set forth in Section 11.12 hereof,
nothing in this Agreement or in the Certificates, expressed or implied, shall
give to any Person, other than the Certificateholders, the Guarantor 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, the
Seller and the Master 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 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 in
reliance thereon, whether or not notation of such action is made upon such
Certificate.

                  SECTION 11.12.        Third Party Rights.

                  The NIMS Insurer shall be deemed a third-party beneficiary of
this Agreement to the same extent as if it were a party hereto, and shall have
the right to enforce the provisions of this Agreement.





                                       126

<PAGE>



                  IN WITNESS WHEREOF, the Depositor, the Seller and Master
Servicer, the Guarantor 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.

                                         AMERIQUEST MORTGAGE SECURITIES INC.,
                                         as Depositor



                                         By: /s/ John P. Grazer
                                             --------------------------------
                                         Name:   John P. Grazer
                                         Title:  CFO


                                         AMERIQUEST MORTGAGE COMPANY,
                                         as Seller and Master Servicer


                                         By: /s/ John P. Grazer
                                             --------------------------------
                                         Name:   John P. Grazer
                                         Title:  CFO/EVP


                                         DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                         as Trustee


                                         By: /s/ Ronaldo Reyes
                                             --------------------------------
                                         Name:   Ronaldo Reyes
                                         Title:  Associate

                                         By: /s/ James F. Noriega
                                             --------------------------------
                                         Name:   James F. Noriega
                                         Title:  Associate


                                         FEDERAL HOME LOAN MORTGAGE CORPORATION,
                                         as Guarantor

                                         By: /s/ Richard L. Cooperstein
                                             --------------------------------
                                         Name:   Richard L. Cooperstein
                                         Title:  VP- Structured Transactions




<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

         On the __ day of December 2002 before me, a notary public in and for
said State, personally appeared ______________ known to me to be a
______________ of Ameriquest Mortgage Securities Inc., 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




<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

         On the __ day of December 2002 before me, a notary public in and for
said State, personally appeared ______________ known to me to be a
_______________________ of Ameriquest Mortgage Company, 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





<PAGE>



STATE OF                   )
                           ) ss.:
COUNTY OF                  )

         On the __ day of December 2002 before me, a notary public in and for
said State, personally appeared ______________, known to me to be a
_______________ of Deutsche Bank National Trust Company, 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





<PAGE>


STATE OF                   )
                           ) ss.:
COUNTY OF                  )

         On the __ day of December 2002 before me, a notary public in and for
said State, personally appeared ______________ known to me to be a Vice
President of the Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States 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

<PAGE>

                                   EXHIBIT A-1

                          FORM OF CLASS AF 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").


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Certificate Principal Balance of this
                                                          Certificate ("Denomination"):

Class: AF                                                 $ ___________________

Pass-Through Rate: As set forth herein                    Original Class Certificate Principal Balance of
                                                          this Class:
                                                          $ ___________________

Cut-off Date: December 1, 2002                            Final Maturity Date: [DATE]

First Distribution Date: January 27, 2003
</TABLE>






                                      A-1-1

<PAGE>



               Ameriquest Mortgage Securities Inc., Series 2002-D
                                    Class AF

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Originator, the Servicer, or the Trustee referred to
below or any of their respective affiliates.

         This certifies that the Federal Home Loan Mortgage Corporation is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Denomination of this 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 Ameriquest
Mortgage Securities Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of December 1, 2002 (the "Agreement")
among the Depositor, Ameriquest Mortgage Company as originator and master
servicer (the "Originator" and "Master Servicer"), the Federal Home Loan
Mortgage Corporation, as guarantor of the Class A Certificates and Class S
Certificates (the "Guarantor") and Deutsche Bank National Trust Company, 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. In the event of a conflict between this Certificate and the
Agreement, the Agreement controls.

         The Pass-Through Rate for this Certificate and any Distribution Date is
the lesser of (x) [_____]% per annum and (y) the Pool Net WAC Rate for such
Distribution Date.

         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-1-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                    DEUTSCHE BANK NATIONAL TRUST
                                    COMPANY, not in its individual capacity, but
                                    solely as Trustee

                                    By:________________________________________



This is one of the Class of Certificates
referenced in the within-mentioned Agreement


By:_________________________________________
     Authorized Signatory of
     Deutsche Bank National Trust Company,
     as Trustee





<PAGE>



                        [Reverse of Class AF Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).




                                      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 Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by 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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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





<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.






<PAGE>



                                   EXHIBIT A-2

                          FORM OF CLASS AV 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").


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Certificate Principal Balance of this
                                                          Certificate ("Denomination"):

Class: AV                                                 $_____________________

Pass-Through Rate: As set forth herein                    Original Class Certificate Principal Balance of
                                                          this Class:
                                                          $____________________

Cut-off Date: December 1, 2002                            Final Maturity Date: [DATE]

First Distribution Date: January 27, 2003
</TABLE>






                                      A-2-1

<PAGE>



               Ameriquest Mortgage Securities Inc., Series 2002-D
                                    Class AV

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Originator, the Master Servicer, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that the Federal Home Loan Mortgage Corporation is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Denomination of this 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 Ameriquest
Mortgage Securities Inc. (the "Depositor"). The Trust was created pursuant to a
Pooling and Servicing Agreement dated as of December 1, 2002 (the "Agreement")
among the Depositor, Ameriquest Mortgage Company as originator and master
servicer (the "Originator" and "Master Servicer"), the Federal Home Loan
Mortgage Corporation, as guarantor of the Class A Certificates and the Class S
Certificates (the "Guarantor") and Deutsche Bank National Trust Company, 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. In the event of a conflict between this Certificate and the
Agreement, the Agreement controls.

         The Pass-Through Rate for this Certificate and any Distribution Date is
the lesser of (x) the lesser of (i) LIBOR plus [____]% per annum on and prior to
the Optional Termination Date and LIBOR plus [_____]% per annum after the
Optional Termination Date and (ii) the Maximum Cap Rate and (y) the Pool Net WAC
Rate.

         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-2-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee




<PAGE>



                        [Reverse of Class AV Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).




                                      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 Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by 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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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





<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.






<PAGE>



                                   EXHIBIT A-3

                          FORM OF CLASS S 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").


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Notional Amount of this Certificate
                                                          ("Denomination"):

Class: S                                                  $____________________

Pass-Through Rate: As set forth herein                    Original Notional Amount of this Class:
                                                          $____________________

Cut-off Date: December 1, 2002                            Final Maturity Date: [DATE]

First Distribution Date: January 27, 2002
</TABLE>









                                      A-8-1

<PAGE>



               Ameriquest Mortgage Securities Inc., Series 2002-D
                                     Class S

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC, as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Originator, the Master
Servicer, or the Trustee referred to below or any of their respective
affiliates.

         This certifies that the Federal Home Loan Mortgage Corporation is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Denomination of this Certificate by the Original
Notional Amount) in certain monthly distributions with respect to a Trust
consisting primarily of the Mortgage Loans deposited by Ameriquest Mortgage
Securities Inc. (the "Depositor"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of December 1, 2002 (the "Agreement") among the
Depositor, Ameriquest Mortgage Company as originator and master servicer (the
"Originator" and "Master Servicer"), the Federal Home Loan Mortgage Corporation,
as guarantor of the Class A Certificates and Class S Certificates (the
"Guarantor") and Deutsche Bank National Trust Company, 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. In
the event of a conflict between this Certificate and the Agreement, the
Agreement controls.

         The Pass-Through Rate for this Certificate and any Distribution Date is
equal to the lesser of (A) ______% for the 1st Distribution Date through the
10th Distribution Date, _______% for the 11th Distribution Date through the 20th
Distribution Date, ________% for the 21st Distribution Date through the 30th
Distribution Date and ______% thereafter and (B) the related Net WAC Rate for
such Distribution Date.

         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-8-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee



<PAGE>



                        [Reverse of Class S Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).

         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 Trustee upon surrender of this


                                      A-8-4

<PAGE>



Certificate for registration of transfer at the office or agency maintained by
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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in April 2005. In no event, however, will the trust created by
the Agreement continue beyond the expiration of 21 years from the death of the
last survivor of the descendants living at the date of the Agreement of a
certain person named in the Agreement.

         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-8-5

<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





<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.



<PAGE>



                                   EXHIBIT A-4
                                   -----------

                         FORM OF CLASS M-1 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").

THE CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS S
CERTIFICATES.


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Certificate Principal Balance of this
                                                          Certificate ("Denomination"):

Class: M-1                                                $ ___________________

Pass-Through Rate: As set forth herein                    Original Class Certificate Principal Balance of
                                                          this Class:
                                                          $ ___________________

Cut-off Date: December 1, 2002                            Final Maturity Date: [DATE]

First Distribution Date: January 27, 2003
</TABLE>






                                      A-9-1

<PAGE>



               Ameriquest Mortgage Securities Inc., Series 2002-D
                                    Class M-1

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Originator, the Master Servicer, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that the Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this 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 Ameriquest Mortgage Securities Inc.
(the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2002 (the "Agreement") among the Depositor,
Ameriquest Mortgage Company as originator and master servicer (the "Originator"
and "Master Servicer"), the Federal Home Loan Mortgage Corporation, as guarantor
of the Class A Certificates and the Class S Certificates (the "Guarantor") and
Deutsche Bank National Trust Company, 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. In the event of a conflict
between this Certificate and the Agreement, the Agreement controls.

         The Pass-Through Rate for this Certificate and any Distribution Date is
the lesser of (x) the lesser of (i) LIBOR plus _______% per annum on and prior
to the Optional Termination Date and LIBOR plus______% per annum after the
Optional Termination Date and (ii) the Maximum Cap Rateand (y) the Pool Net WAC
Rate.

         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-9-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee







<PAGE>



                       [Reverse of Class M-1 Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).




                                      A-9-4

<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 Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by 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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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-9-5

<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





<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.






<PAGE>



                                   EXHIBIT A-5

                         FORM OF CLASS M-2 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").

THE CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS S
CERTIFICATES.


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Certificate Principal Balance of this
                                                          Certificate ("Denomination"):

Class: M-2                                                $ __________________

Pass-Through Rate: As set forth herein                    Original Class Certificate Principal Balance of
                                                          this Class:
                                                          $ __________________

Cut-off Date: December 1, 2002                            Final Maturity Date: [DATE]

First Distribution Date: January 27, 2003
</TABLE>






                                     A-10-1

<PAGE>



               Ameriquest Mortgage Securities Inc., Series 2002-D
                                    Class M-2

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above-referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Originator, the Master Servicer, or the Trustee
referred to below or any of their respective affiliates.

         This certifies that the Cede & Co. is the registered owner of the
Percentage Interest evidenced by this Certificate (obtained by dividing the
Denomination of this 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 Ameriquest Mortgage Securities Inc.
(the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2002 (the "Agreement") among the Depositor,
Ameriquest Mortgage Company as originator and master servicer (the "Originator"
and "Master Servicer"), the Federal Home Loan Mortgage Corporation, as guarantor
of the Class A Certificates and the Class S Certificates (the "Guarantor") and
Deutsche Bank National Trust Company, 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. In the event of a conflict
between this Certificate and the Agreement, the Agreement controls.

         The Pass-Through Rate for this Certificate and any Distribution Date is
the lesser of (x) the lesser of (i) LIBOR plus [_____]% per annum on and prior
to the Optional Termination Date and LIBOR plus [_____% per annum after the
Optional Termination Date and (ii) the Maximum Cap Rate and (y) the Pool Net WAC
Rate.

         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-10-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee



<PAGE>



                       [Reverse of Class M-2 Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).




                                     A-10-4

<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 Trustee upon surrender of this Certificate for registration of
transfer at the office or agency maintained by 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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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-10-5

<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





<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.






<PAGE>



                                   EXHIBIT A-6

                          FORM OF CLASS CE 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 MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF 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.


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Certificate Principal Balance of this
                                                          Certificate ("Denomination"):

Class: CE                                                 $____________________

Initial Pass-Through Rate: Variable (As                   Original Class Certificate Principal Balance of
calculated in the Pooling and Servicing                   this Class:
Agreement)                                                $____________________

Cut-off Date: December 1, 2002                            Final Maturity Date: [DATE]

First Distribution Date: January 27, 2003
</TABLE>






                                     A-11-1

<PAGE>



               Ameriquest Mortgage Securities Inc., Series 2002-D
                                    Class CE

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above- referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Originator, the Master 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 (obtained by dividing
the Denomination of this 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 Ameriquest Mortgage Securities Inc.
(the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2002 (the "Agreement") among the Depositor,
Ameriquest Mortgage Company as originator and master servicer (the "Originator'
and "Master Servicer"), the Federal Home Loan Mortgage Corporation, as guarantor
of the Class A Certificates and the Class S Certificates (the "Guarantor") and
Deutsche Bank National Trust Company, 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. In the event of a conflict
between this Certificate and the Agreement, the Agreement controls.

         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 of a transfer of this Certificate, there shall be
delivered to the Trustee and the Depositor (i) 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 or the Depositor; or
(ii) 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-3-1

<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(b) of the Agreement.

         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 signatory of the Trustee.

                                      * * *




                                      A-3-2

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee







<PAGE>



                        [Reverse of Class CE Certificate]

                       AMERIQUEST MORTGAGE SECURITIES INC.
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).

         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 Trustee upon surrender of this


                                      A-3-4

<PAGE>



Certificate for registration of transfer at the office or agency maintained by
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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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-3-5

<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





<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.






<PAGE>



                                   EXHIBIT A-7

                          FORM OF CLASS P 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 MAY NOT BE TRANSFERRED EXCEPT IN ACCORDANCE WITH SECTION 5.02
OF THE POOLING AND SERVICING AGREEMENT.

THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST
HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A
TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH
IS IN ACCORDANCE WITH THE PROVISIONS OF 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.


<TABLE>
<CAPTION>
<S>                                                       <C>
Certificate No. 1                                         Initial Certificate Principal Balance of this
                                                          Certificate ("Denomination"):

Class: P                                                  $100.00

Cut-off Date: December 1, 2002                            Original Class Certificate Principal Balance of
                                                          this Class:
                                                          $100.00

First Distribution Date: January 27, 2003                 Final Maturity Date: [DATE]
</TABLE>







                                     A-12-1

<PAGE>



                      Ameriquest Mortgage Securities Inc.,
                                  Series 2002-D
                                     Class P

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above- referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Principal Balance of this
Certificate at any time may be less than the Initial Certificate Principal
Balance set forth on the face hereof, as described herein. This Certificate does
not evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Seller, the Originator, the Master 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 (obtained by dividing the
Denomination of this 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 Ameriquest Mortgage Securities Inc.
(the "Depositor"). The Trust was created pursuant to a Pooling and Servicing
Agreement dated as of December 1, 2002 (the "Agreement") among the Depositor,
Ameriquest Mortgage Company as originator and master servicer (the "Originator'
and "Master Servicer"), the Federal Home Loan Mortgage Corporation, as guarantor
of the Class A Certificates and the Class S Certificates (the "Guarantor") and
Deutsche Bank National Trust Company, 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. In the event of a conflict
between this Certificate and the Agreement, the Agreement controls.

         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 of a transfer of this Certificate, there shall be
delivered to the Trustee and the Depositor (i) 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 or the Depositor; or
(ii) 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-12-2

<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(b) of the Agreement.

         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 signatory of the Trustee.

                                      * * *




                                     A-12-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee



<PAGE>



                        [Reverse of Class P Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).

         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 Trustee upon surrender of this


                                     A-12-5

<PAGE>



Certificate for registration of transfer at the office or agency maintained by
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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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-12-6

<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





<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.






<PAGE>



                                   EXHIBIT A-8

                          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 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. ___

Percentage Interest:       _______%




                                     A-13-1

<PAGE>



                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D
                                     Class R

         evidencing the Percentage Interest in the distributions allocable to
         the Certificates of the above- referenced Class with respect to the
         Trust

                AMERIQUEST MORTGAGE SECURITIES INC., as Depositor

         This Certificate does not evidence an obligation of, or an interest in,
and is not guaranteed by the Depositor, the Seller, the Originator, the Master
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 Ameriquest Mortgage Securities Inc. (the "Depositor"). The
Trust was created pursuant to a Pooling and Servicing Agreement dated as of
December 1, 2002 (the "Agreement") among the Depositor, Ameriquest Mortgage
Company, as originator and master servicer (the "Originator" and "Master
Servicer"), the Federal Home Loan Mortgage Corporation, as guarantor of the
Class A Certificates and the Class S Certificates (the "Guarantor") and Deutsche
Bank National Trust Company, 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. In the event of a conflict
between this Certificate and the Agreement, the Agreement controls.

         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 office or agency of the Trustee specified in the notice to
Certificateholders of such distribution.

         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 of a transfer, there shall be delivered to the
Trustee and the Depositor (i) 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 or the Depositor; or (ii) 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


                                     A-13-2

<PAGE>



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(b) 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. The Trustee will, pursuant to the Agreement,
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 in this
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-13-3

<PAGE>



         IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this
Certificate to be duly executed.

Dated: December __, 2002


                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, not in its individual capacity, but
                                   solely as Trustee

                                   By:_________________________________________


This is one of the Class of the Certificates
referenced in the within-mentioned Agreement


By:________________________________________
      Authorized Signatory of
      Deutsche Bank National Trust Company,
      as Trustee



<PAGE>



                        [Reverse of Class R Certificate]

                      AMERIQUEST MORTGAGE SECURITIES INC.,
                                  Series 2002-D

         This Certificate is one of a duly authorized issue of Certificates
designated as Ameriquest Mortgage Securities Inc., Series 2002-D (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
first Business Day 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 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 office or agency 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, with the consent of the Guarantor and the NIMS Insurer, if any (which
consent shall not be unreasonably withheld), by the Depositor, the Originator,
the Master 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, but with the consent of the NIMS Insurer, if any (which
consent shall not be unreasonably withheld).

         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 Trustee upon surrender of this


                                     A-13-5

<PAGE>



Certificate for registration of transfer at the office or agency maintained by
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 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 Master Servicer, the Depositor, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Master Servicer, the Depositor,
the Guarantor, the NIMS Insurer, if any, the Certificate Registrar, any Paying
Agent or the Trustee may treat the Person, including a Depository, in whose name
any Certificate is registered as the owner hereof for all purposes of, and none
of the Master Servicer, the Trust, the Guarantor, the NIMS Insurer, if any, the
Trustee nor any agent of any of them shall be affected by notice to the
contrary.

         The Master Servicer or the NIMS Insurer, if any, may, at its option, on
the Optional Termination Date purchase, on such date, all of the outstanding
Mortgage Loans and REO Properties in the Mortgage Pool at a price equal to the
Termination Price. The obligations and responsibilities created by the Agreement
will terminate upon notice to the Trustee upon the later (A) the payment in full
of all amounts owing to the Guarantor unless the Guarantor shall otherwise
consent and (B) the earliest of (i) the final payment or other liquidation of
the last Mortgage Loan in the Trust, (ii) the optional purchase by the Master
Servicer or the NIMS Insurer, if any, of the Mortgage Loans and (iii) the
Distribution Date in [DATE]. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living at the date of the Agreement of a certain
person named in the Agreement.

         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-13-6

<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





<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.





<PAGE>



                                    EXHIBIT B

                                   [RESERVED]





                                       B-1

<PAGE>



                                    EXHIBIT C

                        REQUEST FOR RELEASE OF DOCUMENTS

         To:      Deutsche Bank National Trust Company,
                  1761 East St. Andrew Place
                  Santa Ana, CA 92705-4934
                  Attn: Trust Administration - AQ020D

Re:               Pooling and Servicing Agreement dated as of December 1, 2002
                  among Ameriquest Mortgage Securities Inc., as Depositor,
                  Ameriquest Mortgage Company, as Originator and Master
                  Servicer, the Federal Home Loan Mortgage Corporation, as
                  Guarantor and Deutsche Bank National Trust Company, as Trustee

                  In connection with the administration of the Mortgage Loans
                  held by you as Trustee pursuant to the above-captioned Trustee
                  Agreement, we request the release, and hereby acknowledge
                  receipt, of the Trustee's Mortgage File for 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:
________________________________________________________________________________
________________________________________________________________________________




                                       C-1

<PAGE>



                                                By:_____________________________
                                                      (authorized signer)

                                                Issuer:_________________________
                                                Address:________________________
                                                Date:___________________________

Trustee
-------

Deutsche Bank National Trust Company

         Please acknowledge the execution of the above request by your signature
and date below:

         ________________________                    ________________________
         Signature                                   Date

         Documents returned to Trustee:

         ________________________                    ________________________
         Trustee                                     Date




                                       C-2

<PAGE>



                                   EXHIBIT D-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                    __________________
                                                          [Date]


Ameriquest Mortgage Securities Inc.         Ameriquest Mortgage Company
1100 Town & Country Road, Suite 1100        1100 Town & Country Road, Suite 1100
Orange, California 92868-4653               Orange, California 92868-4653

Freddie Mac
8200 Jones Branch Drive
McLean, Virginia 22102

         Re:      Pooling and Servicing Agreement (the "POOLING AND SERVICING
                  AGREEMENT"), dated as of December 1, 2002 among Ameriquest
                  Mortgage Securities Inc., as Depositor, Ameriquest Mortgage
                  Company, as Originator and Master Servicer, the Federal Home
                  Loan Mortgage Corporation, as Guarantor and Deutsche Bank
                  National Trust Company, as Trustee with respect to Ameriquest
                  Mortgage Securities Inc., Series 2002-D
                  -------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02 of the Pooling and Servicing Agreement,
subject to review of the contents thereof, the undersigned, as Trustee, hereby
certifies that it (or the Custodian) has received the documents listed in
Section 2.01 of the Pooling and Servicing Agreement for each Mortgage File
pertaining to each Mortgage Loan listed on the Mortgage Loan Schedule, to the
Pooling and Servicing Agreement, and 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 constituting part of
such Mortgage File (other than such documents described in Section 2.01(vi),
unless applicable) required to be delivered to it pursuant to the Pooling and
Servicing Agreement are in its possession, (ii) such documents have been
reviewed by it or the Custodian and are not mutilated, torn or defaced unless
initialed by the related Mortgagor and relate to such Mortgage Loan and (iii)
based on its or the Custodian's examination and only as to the foregoing, the
information set forth in the Mortgage Loan Schedule that corresponds to items
(1), (2), (3), (7), (8), (9), (10), (18) and (20) of the Mortgage Loan Schedule
accurately reflects information set forth in the Mortgage File.
         Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Pooling and
Servicing Agreement.

                                     DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                     Trustee

                                     By:___________________________________
                                     Name:
                                     Title:


                                      D-1-1

<PAGE>



                                   EXHIBIT D-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                      __________________________
                                                                [Date]


Ameriquest Mortgage Securities Inc.         Ameriquest Mortgage Company
1100 Town & Country Road, Suite 1100        1100 Town & Country Road, Suite 1100
Orange, California 92868-4653               Orange, California 92868-4653

Freddie Mac
8200 Jones Branch Drive
McLean, Virginia 22102

         Re:      Pooling and Servicing Agreement (the "POOLING AND SERVICING
                  AGREEMENT"), dated as of December 1, 2002 among Ameriquest
                  Mortgage Securities Inc., as Depositor, Ameriquest Mortgage
                  Company, as Originator and Master Servicer, the Federal Home
                  Loan Mortgage Corporation, as Guarantor and Deutsche Bank
                  National Trust Company, as Trustee with respect to Ameriquest
                  Mortgage Securities Inc., Series 2002-D
                  -------------------------------------------------------------

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 the 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 the Mortgage Loan Schedule is
correct.

         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.

                                     DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                     Trustee

                                     By:_____________________________________
                                     Name:
                                     Title:


                                      D-2-2

<PAGE>



                                   EXHIBIT D-3

                        FORM OF RECEIPT OF MORTGAGE NOTE


Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868-4653


                  Re:      Ameriquest Mortgage Securities Inc., Series 2002-D
                           --------------------------------------------------

Ladies and Gentlemen:

         Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated
as of December 1, 2002, among Ameriquest Mortgage Securities Inc. as Depositor,
Ameriquest Mortgage Company, as Originator (the "Originator' and "Master
Servicer"), the Federal Home Loan Mortgage Corporation, as Guarantor and
Deutsche Bank National Trust Company, as Trustee (the "Trustee"), we hereby
acknowledge the receipt of the original Mortgage Note for each Mortgage Loan
with any exceptions thereto listed on Exhibit 2.

Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Pooling and Servicing Agreement.


                                     DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                     Trustee


                                     By:_____________________________________
                                     Name:
                                     Title:




                                      D-3-1

<PAGE>



                                    EXHIBIT E

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT




                                       E-1


<PAGE>

                        MORTGAGE LOAN PURCHASE AGREEMENT

                  This is a Mortgage Loan Purchase Agreement (the "Agreement"),
dated November 22, 2002, between Ameriquest Mortgage Company, a Delaware
corporation (the "Seller") and Ameriquest Mortgage Securities Inc., a Delaware
corporation (the "Purchaser").

                                   WITNESSETH
                                   ----------

                  WHEREAS, the Seller is the owner of (i) the notes or other
evidence of indebtedness (the "Mortgage Notes") so indicated on Schedule I
hereto referred to below, and 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 Seller as seller and master servicer, the
Federal Home Loan Mortgage Corporation, as guarantor of the Class A Certificates
and the Class S Certificates and Deutsche Bank National Trust Company as trustee
(the "Trustee"), the Purchaser will convey the Mortgage Loans to Ameriquest
Mortgage Securities Inc., Series 2002-D (the "Trust"); and

                  WHEREAS, the Seller is obligated, in connection with the
transactions contemplated by this Agreement, to make certain representations,
warranties and covenants with respect to itself and the Mortgage Loans.

                  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 shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.






                                        1

<PAGE>



                                   ARTICLE II.

               SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE

                  Section 2.01 SALE OF MORTGAGE LOANS.

                  (a) 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 in
respect of the Mortgage Loans and (iv) all proceeds of any of the foregoing.

                  (b) In connection with the transactions contemplated by
Section 2.08 of the Pooling and Servicing Agreement, the Seller hereby agrees
that the Depositor shall be under no obligation to purchase any Subsequent
Mortgage Loans unless (i) the conditions precedent contained in Section 2.08 of
the Pooling and Servicing Agreement and the Subsequent Transfer Instrument,
substantially in the form of Exhibit P thereto, are satisfied and (ii) each
Subsequent Mortgage Loan satisfies the representations and warranties contained
in Section 3.01 of this Agreement. The sale of Subsequent Mortgage Loans by the
Seller to the Depositor shall be effected in accordance with the terms of
Section 2.08 of the Pooling and Servicing Agreement pursuant to a Subsequent
Mortgage Loan Purchase Agreement substantially in the form of this Agreement.

                  Section 2.02 OBLIGATIONS OF SELLER UPON SALE. In connection
with any transfer pursuant to Section 2.01 hereof, the Seller agrees, at its own
expense on or prior to the Closing Date, (i) to cause its books and records to
indicate that the Mortgage Loans have been sold to the Purchaser pursuant to
this Agreement and (ii) to deliver to the Purchaser, the Guarantor 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, (A) its
account number and (B) the Cut-off Date Principal Balance. Such file, which
forms a part of Exhibit B 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:

                  (a) the original Mortgage Note, bearing all intervening
         endorsements showing a complete chain of endorsement from the
         originator to the last endorsee, endorsed either (A) in blank, without
         recourse or (B) in the following form: "Pay to the order of Deutsche
         Bank National Trust Company, as Trustee for registered Holders of
         Ameriquest Mortgage Securities Inc., Series 2002-D, without recourse",
         or with respect to any lost Mortgage Note, an original Lost Note
         Affidavit; PROVIDED, HOWEVER, that such substitutions of Lost Note
         Affidavits for original Mortgage Notes may occur only with respect to
         Mortgage Loans, the


                                        2

<PAGE>



         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;

                  (b) 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;

                  (c) an original Assignment, in form and substance acceptable
         for recording. The Mortgage shall be assigned either (A) in blank,
         without recourse, or (B) to "Deutsche Bank National Trust Company, as
         Trustee for registered Holders of Ameriquest Mortgage Securities Inc.,
         Series 2002-D, without recourse";

                  (d) an original copy of any intervening Assignment showing a
         complete chain of Assignments from the applicable originator to the
         last endorsee with evidence of recording thereon, or the original
         unrecorded intervening Assignment, in form and substance acceptable for
         recording;

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

                  (f) the original or copies of each assumption, modification,
         written assurance or substitution agreement, 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(b), (c) or
(d) 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(e) 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


                                        3

<PAGE>



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.

                  The Seller shall promptly (and in no event later than thirty
(30) Business Days, subject to extension upon a mutual agreement among the
Seller, the Master Servicer, the Trustee and the Guarantor, following the later
of (i) the Closing Date, (ii) the date on which the Seller receives the original
Assignment from the Custodian and (iii) the date on which the Seller receives
the related Mortgage recordation information from the applicable recorder's
office) submit or cause to be submitted for recording, at no expense to the
Purchaser, in the appropriate office for real property records, each Assignment
referred to in Sections 2.02(c) and (d) above and shall execute each original
Assignment referred to in section 2.02(c) above in the following form: "Deutsche
Bank National Trust Company, as Trustee for registered Holders of Ameriquest
Mortgage Securities Inc., Series 2002-D, without recourse." In the event that
any such Assignment is lost or returned unrecorded because of a defect therein,
the Seller shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded.

                  Notwithstanding the foregoing, however, for administrative
convenience and facilitation of servicing and to reduce closing costs, the
Assignments of the Mortgages shall not be required to be completed and submitted
for recording with respect to any Mortgage Loan only if the NIMS Insurer, the
Guarantor, the Trustee and each Rating Agency has received an Opinion of
Counsel, satisfactory in form and substance to the Trustee, the NIMS Insurer and
the Guarantor on or before the Closing Date, to the effect that the recordation
of such Assignment is not necessary to protect the Purchaser's interest in the
related Mortgage Loan; PROVIDED, FURTHER, HOWEVER, notwithstanding the delivery
of any Opinion of Counsel, each Assignment shall be submitted for recording by
the Seller in the manner described above, at no expense to the Purchaser, upon
the earliest to occur of: (i) direction by Holders of Certificates entitled to
at least 25% of the Voting Rights, (ii) the occurrence of a Master 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 of the Pooling and Servicing Agreement and (v) if
the Seller is not the Master Servicer and with respect to any one Assignment,
the occurrence of a bankruptcy of the Mortgagor under the related Mortgage or a
foreclosure of the related Mortgage.

                  In the event that any Mortgage Note is endorsed in blank as of
the Closing Date, promptly following the Closing Date and in no event later than
45 days after the Closing Date, the Seller shall cause to be completed such
endorsements "Pay to the order of Deutsche Bank National Trust Company, as
Trustee for registered Holders of Ameriquest Mortgage Securities Inc., Series
2002-D, without recourse."

                  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 90 days to cure such defect or deliver such missing document
to the Purchaser. If the Seller does not cure such defect or deliver such
missing document within such time period, the Seller shall either repurchase or
substitute for such Mortgage Loan in accordance with Section 2.03 of the Pooling
and Servicing Agreement.



                                        4

<PAGE>



                  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.

                  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 (i) pay to
or upon the order of the Seller in immediately available funds an amount (the
"Purchase Price") equal to the net sale proceeds of the Class A Certificates,
the Class S Certificates and the Mezzanine Certificates and (ii) deliver to
Ameriquest Securities L.L.C., upon the order of the Seller, the Class CE
Certificates, the Class P Certificates and the Class R Certificates (the
"Ameriquest L.L.C. Certificates"). 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 Information Circular and the Prospectus Supplement relating
to the Certificates, fees and expenses of Purchaser's counsel, 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 hereby makes representations and warranties set
forth in Exhibit A to the Purchaser with respect to the Mortgage Loans as of the
Closing Date or as of such other date specifically provided herein.

                  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 a corporation duly organized, validly
         existing and in good standing under the laws of the State of Delaware
         and is duly authorized and qualified to transact any and all business
         contemplated by this Agreement to be conducted by the Seller in any
         state in which a Mortgaged Property is located or is otherwise not
         required under applicable law to effect such qualification and, in any
         event, is in compliance with the doing business laws of any such State,
         to the extent necessary to ensure its ability to enforce each


                                        5

<PAGE>



         Mortgage Loan and to service the Mortgage Loans in accordance with the
         terms of the Pooling and Servicing Agreement;

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

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

                  (d) The Seller holds all necessary licenses, certificates and
         permits from all governmental authorities necessary for conducting its
         business as it is presently conducted. It is not required to obtain the
         consent of any other party or any consent, license, approval or
         authorization from, or registration or declaration with, any
         governmental authority, bureau or agency in connection with the
         execution, delivery, performance, validity or enforceability of this
         Agreement, except for such consents, licenses, approvals or
         authorizations, or registrations or declarations as shall have been
         obtained or filed, as the case may be, prior to the Closing Date.

                  (e) The Seller is an approved Seller/Servicer for Fannie Mae
         or Freddie Mac in good standing and is a HUD approved mortgagee
         pursuant to Section 203 and Section 211


                                        6

<PAGE>



         of the National Housing Act. No event has occurred, including but not
         limited to a change in insurance coverage, which would make the Seller
         unable to comply with HUD eligibility requirements or which would
         require notification to HUD;

                  (f) Except as otherwise disclosed in the Information Circular
         and the Prospectus Supplement, no litigation is pending against the
         Seller that would materially and adversely affect the execution,
         delivery, validity or enforceability of this Agreement or the ability
         of the Seller to service the Mortgage Loans or to perform any of its
         other obligations hereunder in accordance with the terms hereof;

                  (g) 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;

                  (h) 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 was 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;

                  (i) The information delivered by the Seller to the Purchaser
         with respect to the Seller's loan loss, foreclosure and delinquency
         experience on mortgage loans underwritten to similar standards as the
         Mortgage Loans and covering mortgaged properties similar to the
         Mortgaged Properties, is true and correct in all material respects as
         of the date of such report;

                  (j) 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;

                  (k) The Seller has not transferred the Mortgage Loans with any
         intent to hinder, delay or defraud any of its creditors;

                  (l) 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;

                  (m) The Seller acquired title to the Mortgage Loans in good
         faith, and 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


                                        7

<PAGE>



         and indefeasible title to, and was the sole owner and holder of, each
         Mortgage Loan 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;

                  (n) The Seller is not insolvent, nor is the Seller aware of
         any pending insolvency and the Seller will not be made insolvent by the
         transfer of the Mortgage Loans to the Depositor, nor is the Seller
         aware of any pending insolvency of the Depositor; and

                  (o) The Seller is not in violation of, and the execution and
         delivery of this Agreement by it 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, which violation would materially and adversely affect the
         Seller's condition (financial or otherwise) or operations or any of the
         Seller's properties, or materially and adversely affect the performance
         of any of its duties hereunder.

                  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, 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 others.

                  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 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


                                        8

<PAGE>



Purchase Price. In the event that a breach shall involve any representation or
warranty set forth in Section 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 affected by such breach shall, at the
Purchaser's option, be repurchased by the Seller at the Purchase Price. The
Seller may, 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.

                  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 Purchaser 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 deposit in the Collection Account the Monthly Payment
less the Servicing Fee 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 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 Sections 3.01 and 3.02.

                  It is understood and agreed that the representations and
warranties set forth in Section 3.01 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 Section 3.03 to cure, repurchase and substitute for a defective
Mortgage Loan and 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.


                                        9

<PAGE>



                                   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 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 third party 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, (ii) arising from a breach by the Seller of its representations
and warranties in Section 3.01 or 3.02 of this Agreement or (iii) related to the
origination or prior servicing of the Mortgage Loans by reason of any acts,
omissions, or alleged acts or omissions of the Seller or any servicer. 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, the Guarantor, the NIMs Insurer or any such
person or entity and/or any Certificateholder in respect of such claim.

                  (b) Promptly after receipt by any indemnified party under this
Article V of notice of any claim or the commencement of any third party 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,


                                       10

<PAGE>



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.

                  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 or by the Seller, if the
indemnified parties under this Article V consist of the Seller.

                  Each indemnified party, as a condition of the indemnity
agreements, 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


                                       11

<PAGE>



unconditional release of such indemnified party from all liability and claims
that are the subject matter of such proceeding.


                                   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: Ameriquest Mortgage Company, 1100 Town &
Country Road, Suite 1100, Orange, California 92868, Facsimile: (714) 564- 9639,
Attention: General Counsel, or such other address as may hereafter be furnished
to the Purchaser in writing by the Seller; and (ii) if to the Purchaser:
Ameriquest Mortgage Securities Inc., 1100 Town & Country Road, Suite 1100,
Orange, California 92868, Facsimile: (714) 564-9639, Attention: General Counsel,
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.



                                       12

<PAGE>



                  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, the Trustee, the Guarantor and the
NIMs Insurer. The Guarantor and the NIMs Insurer shall be third party
beneficiaries hereof and may enforce the terms hereof as if a party hereto. The
obligations of the Seller under this Agreement cannot be assigned or delegated
by the Seller 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 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.



                                       13

<PAGE>



                  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.





                                       14

<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 first above
written.

                                           AMERIQUEST MORTGAGE  SECURITIES
                                           INC., as Purchaser


                                           By:__________________________________
                                           Name:
                                           Title:


                                           AMERIQUEST MORTGAGE COMPANY,
                                           as Seller


                                           By:__________________________________
                                           Name:
                                           Title:





<PAGE>



                                                                      SCHEDULE I

                                 MORTGAGE LOANS
                                 --------------

                             Available Upon Request




                                       16

<PAGE>



                                                                       EXHIBIT A

REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING THE MORTGAGE LOANS.
-------------------------------------------------------------------------

                  The Seller represents and warrants to the Purchaser, as of the
Closing Date unless specifically stated otherwise in such representation and
warranty, as follows:

                  (i) No misrepresentation of a material fact or fraud in
         respect of the origination, modification or amendment of any Mortgage
         Loan has taken place on the part of any person, including, without
         limitation, the related mortgagor, any appraiser, any builder or
         developer or any party involved in the origination of such Mortgage
         Loan;

                  (ii) As of the last calendar day of November 2002 and with
         respect to any Initial Mortgage Loan that had a payment due on or
         before November 1, 2002, the Monthly Payment due on November 1, 2002
         has been received. In addition, (a) none of the Initial Mortgage Loans
         have been 30 or more days delinquent more than once in the last 12
         months and (b) none of the Initial Mortgage Loans have been 30 or more
         days delinquent for two payment periods since the date of origination;

                  (iii) Each Mortgage Loan, as of the Closing Date, is an
         adjustable rate or fixed rate Mortgage Loan having an original term to
         maturity from the date on which the first monthly payment is due of not
         more than 30 years. Each Mortgage Note with respect to the Mortgage
         Loans will provide for a schedule of substantially level and equal
         Monthly Payments which are sufficient to amortize fully the principal
         balance of such Mortgage Loan over a period of time equal to the
         amortization period of such Mortgage Note. None of the Mortgage Loans
         are second lien Mortgage Loans;

                  (iv) No more than 59.02% of the Initial Group I Mortgage Loans
         and 54.82% of the Initial Group II Mortgage Loans, by aggregate Cut-off
         Date Principal Balance of the Initial Mortgage Loans in the related
         Loan Group, had Loan-to-Value Ratios at origination exceeding 80%. All
         Initial Mortgage Loans had Loan-to-Value Ratios at origination of less
         than or equal to 95%;

                  (v) Each Mortgage Loan was originated substantially in
         accordance with the Seller's underwriting criteria, which are at least
         as stringent as the underwriting criteria set forth in the Information
         Circular and the Prospectus Supplement. Each Mortgage Loan is currently
         being serviced by the Seller and has been serviced by the Seller since
         the date of origination or purchase of such Mortgage Loan;

                  (vi) No Mortgage Loan is the subject of foreclosure
         proceedings and no obligor of any of the Mortgage Loans has filed for
         bankruptcy protection;

                  (vii) As of the Cut-off Date, no more than .262% of the
         Initial Group I Mortgage Loans and .292% of the Initial Group II
         Mortgage Loans, by aggregate Cut-off Date Principal Balance of the
         Initial Mortgage Loans in the related Loan Group, are secured by
         manufactured housing and none of the Initial Mortgage Loans are secured
         by mobile homes;


                                       17

<PAGE>



                  (viii) Each Mortgage transferred to the Trustee is a valid
         first lien on the Mortgaged Property subject only to (a) the lien of
         current real property taxes and assessments, (b) covenants, conditions
         and restriction, rights of way, easements and other matters of public
         record as of the date of recording of such mortgage, such exceptions
         appearing of record being acceptable to mortgage lending institutions
         generally or specifically reflected in the appraisal made in connection
         with the origination of the related mortgage loan 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
         such Mortgage;

                  (ix) There is no delinquent tax or assessment lien against any
         Mortgaged Property;

                  (x) There are no mechanics' liens or claims for work, labor or
         material affecting any Mortgaged Property which are or may be a lien
         prior to, or equal with, the lien of such Mortgage except those which
         are insured against by the title insurance policy referred to in the
         Pooling and Servicing Agreement;

                  (xi) Each Mortgage Loan at origination complied in all
         material respects with applicable state and federal laws, including,
         without limitation, usury, equal credit opportunity, real estate
         settlement procedures, truth-in-lending and disclosure laws, and
         consummation of the transactions contemplated hereby, including,
         without limitation, the receipt of interest, will not involve the
         violation of any such laws;

                  (xii) None of the Mortgage Loans are cooperative share
         Mortgages;

                  (xiii) If the improvements securing a Mortgage Loan were in a
         federally designated special flood hazard area as of the date of
         origination, flood insurance in the amount described in the Pooling and
         Servicing Agreement (and to the extent required by the Pooling and
         Servicing Agreement) covers the related Mortgaged Property (either by
         coverage under the federal flood insurance program or by coverage by
         private insurers);

                  (xiv) A lender's policy of title insurance or a commitment
         (binder) to issue the same or an attorney's certificate or opinion of
         title was effective on the date of the origination of each Mortgage
         Loan and each such policy or certificate or opinion of title is valid
         and remains in full force and effect;

                  (xv) [Reserved];

                  (xvi) Each appraisal of a Mortgage Loan that was used to
         determine the appraised value of the related Mortgaged Property was
         conducted generally in accordance with the Seller's Underwriting
         Guidelines as described in the Information Circular and the Prospectus
         Supplement and included an assessment of the fair market value of the
         related Mortgaged Property at the time of the appraisal. The Mortgage
         File contains an appraisal of the applicable Mortgaged Property;



                                       18

<PAGE>



                  (xvii) The information set forth on the Mortgage Loan Schedule
         with respect to each Mortgage Loan is true and correct in all material
         respects as of the Cut-off Date, unless another date is set forth in
         the Mortgage Loan Schedule;

                  (xviii) Each Mortgage Loan constitutes a qualified mortgage
         under Section 860G(a)(3)(A) of the Code and Treasury Regulations
         Section 1.860G-2(a)(1) and (3);

                  (xix) Each Mortgage and Mortgage Note is the legal, valid and
         binding obligation of the related Mortgagor and is enforceable by the
         Trustee or any co-trustee appointed hereunder against the Mortgagor in
         accordance with its terms, except only as such enforcement may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws affecting the enforcement of creditors' rights generally
         and by law, and all parties to each Mortgage Loan and the Mortgagor had
         full legal capacity to execute all Mortgage Loan documents and to
         convey the estate therein purported to be conveyed; and the Mortgage
         and each Mortgage Note have been duly and validly executed by such
         parties;

                  (xx) All individual insurance policies contain a standard
         mortgagee clause naming the Seller, its successors and assigns, as
         mortgagee. All premiums thereon previously coming due have been paid.
         Each Mortgage obligates the Mortgagor thereunder to maintain all such
         insurance at the Mortgagor's cost and expense, and upon the Mortgagor's
         failure to do so, subject to the restrictions of applicable law,
         authorizes the holder of the Mortgage to obtain and maintain such
         insurance at the Mortgagor's cost and expense and to seek reimbursement
         therefor from the Mortgagor;

                  (xxi) Any advances made after the date of origination of a
         Mortgage Loan but prior to the Cut-off Date have been consolidated with
         the outstanding principal amount secured by the related Mortgage, and
         the secured principal amount, as consolidated, bears a single interest
         rate and single repayment term reflected on the Mortgage Loan Schedule.
         The consolidated principal amount does not exceed the original
         principal amount of the related Mortgage Loan;

                  (xxii) There are no material defaults in complying with the
         terms of the Mortgage, and either (1) any taxes and insurance premiums
         which previously became due and owing have been paid or (2) an escrow
         of funds has been established in an amount sufficient to pay for every
         such item which remains unpaid and which has been assessed but is not
         yet due and payable. Except for payments in the nature of Escrow
         Payments, including without limitation, taxes and insurance payments,
         the Seller has not advanced funds, or induced, solicited or knowingly
         received any advance of funds by a party other than the Mortgagor,
         directly or indirectly, for the payment of any amount required by the
         Mortgage Note, except for interest accruing from the date of the
         Mortgage Note or date of disbursement of the Mortgage proceeds,
         whichever is greater, to the day which precedes by one month the Due
         Date of the first installment of principal and interest;

                  (xxiii) No improvement located on or being part of any
         Mortgaged Property is in violation of any applicable zoning law or
         regulation. All inspections, licenses and certificates required to be
         made or issued with respect to all occupied portions of each Mortgaged


                                       19

<PAGE>



         Property and, with respect to the occupancy of the same, including but
         not limited to certificates of occupancy and fire underwriting
         certificates, have been made or obtained from the appropriate
         authorities and such Mortgaged Property is lawfully occupied under the
         applicable law;

                  (xxiv) Excluding any Mortgage Loan subject to an escrow
         withhold, the proceeds of each Mortgage Loan have been fully disbursed
         and there is no obligation on the part of the mortgagee to make future
         advances thereunder and any and all requirements as to completion of
         any on-site or off-site improvements and as to disbursement of any
         escrow funds therefor have been complied with. All costs, fees and
         expenses incurred in making, closing or recording the Mortgage Loans
         were paid and the Mortgagor is not entitled to any refund of amounts
         paid or due under the Mortgage Note;

                  (xxv) There is no obligation on the part of the Seller or any
         other party to make payments in addition to those made by the
         Mortgagor;

                  (xxvi) No Mortgage Loan has a shared appreciation feature, or
         other contingent interest feature;

                  (xxvii) Each Mortgage contains customary and enforceable
         provisions which render the rights and remedies of the holder thereof
         adequate for the realization against the related Mortgaged Property of
         the benefits of the security, including, (i) in the case of a Mortgage
         designated as a deed of trust, by trustee's sale and (ii) otherwise by
         judicial or non-judicial foreclosure. There is no homestead or other
         exemption available to the related Mortgagor which would materially
         interfere with the right to sell the Mortgaged Property at a trustee's
         sale or the right to foreclose the Mortgage subject to the applicable
         federal and state laws and judicial precedent with respect to
         bankruptcy and rights of redemption. Upon default by a Mortgagor on a
         Mortgage Loan and foreclosure on, or trustee's sale of, the Mortgaged
         Property pursuant to the proper procedures, the holder of the Mortgage
         Loan will be able to deliver good and merchantable title to the
         property;

                  (xxviii) The Seller has not transferred the Mortgage Loans to
         the Depositor with any intent to hinder, delay or defraud any of its
         creditors;

                  (xxix) All parties which have had any interest in the Mortgage
         Loans, whether as originator, mortgagee, assignee, pledgee or
         otherwise, are (or, during the period in which they held and disposed
         of such interest, were): (A) organized under the laws of such state, or
         (B) qualified to do business in such state, or (C) federal savings and
         loan associations or national banks, or (D) not doing business in such
         state so as to require qualification or licensing, or (E) not otherwise
         required to be licensed in such state. All parties which have had any
         interest in the Mortgage Loans were in compliance with any and all
         applicable licensing requirements of the laws of the state wherein the
         Mortgaged Property is located or were not required to be licensed in
         such state;

                  (xxx) Each document or instrument in the related Mortgage
         Files is in a form generally acceptable to prudent mortgage lenders
         that regularly originate or purchase


                                       20

<PAGE>



         mortgage loans comparable to the Mortgage Loans for sale to prudent
         investors in the secondary market that invest in mortgage loans such as
         the Mortgage Loans;

                  (xxxi) Each Mortgaged Property is improved by a single (one-
         to four-) family residential dwelling, including, without limitation,
         condominiums, townhouses, planned unit developments and manufactured
         homes. No Mortgaged Property is improved by a mobile home. Each
         manufactured home constituting any portion of any Mortgaged Property
         constitutes real property under applicable state law; and each
         manufactured home constituting any portion of any Mortgaged Property is
         a "single-family residence" as defined in Section 25(e)(10) of the
         Code;

                  (xxxii) 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 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;

                  (xxxiii) No Mortgage Loan is subject to any valid right of
         rescission, set-off, counterclaim or defense, including the defense of
         usury, nor will the operation of any of the terms of any Mortgage Note
         or Mortgage, or the exercise of any right thereunder, render either the
         Mortgage Note or the Mortgage unenforceable in whole or in part, or
         subject to any valid 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;

                  (xxxiv) The improvements upon each Mortgaged Property are
         covered by a valid and existing hazard insurance policy with a
         generally acceptable carrier that provides for fire and extended
         coverage representing coverage described in the Pooling and Servicing
         Agreement;

                  (xxxv) The terms of each Mortgage Note and related Mortgage
         have not been impaired, altered or modified in any material respect,
         except by a written instrument which has been recorded or is in the
         process of being recorded, if necessary, to protect the interests of
         the Certificateholders and which has been or will be delivered to the
         Custodian on behalf of the Trustee;

                  (xxxvi) Each original Mortgage was recorded and all subsequent
         Assignments (other than the Assignment to the Trustee) have been
         recorded in the appropriate jurisdictions wherein such recordation is
         necessary to perfect the lien thereof as against creditors of the


                                       21

<PAGE>



         Seller, or is in the process of being recorded or upon receipt of the
         related Mortgage recordation information and return of the original
         intervening Assignment will be submitted for recording;

                  (xxxvii) There is no proceeding pending or threatened for the
         total or partial condemnation of any Mortgaged Property, nor is such a
         proceeding currently occurring, and such property is undamaged by
         waste, fire, earthquake or earth movement, windstorm, flood, tornado or
         other casualty, so as to affect materially and adversely the value of
         the Mortgaged Property as security for the Mortgage Loan or the use for
         which the premises were intended;

                  (xxxviii) No Mortgage Loan was originated under a buydown
         plan;

                  (xxxix) 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;

                  (xl) The Seller has fully furnished, 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 each of the Credit Repositories on a monthly
         basis;

                  (xli) No proceeds from any Mortgage Loan were used to purchase
         single premium credit insurance policies as part of the origination of,
         or as a condition to closing, such Mortgage Loan;

                  (xlii) No Mortgage Loan originated before October 1, 2002 has
         a Prepayment Charge term longer than five years after its origination
         and no Mortgage Loan originated on or after October 1, 2002 has a
         Prepayment Charge term longer than three years after its origination;

                  (xliii) Except for Mortgage Loans that are delinquent for a
         time period less than that set forth in (ii) above, there is no
         default, breach, violation or event of acceleration existing under any
         Mortgage or the related Mortgage Note and no event which, with the
         passage of time or with notice and the expiration of any grace or cure
         period, would constitute a default, breach, violation or event of
         acceleration; and neither the Seller, nor any other entity involved in
         originating or servicing a Mortgage Loan, has waived any default,
         breach, violation or event of acceleration;

                  (xliv) Each Mortgage Loan conforms, and all Mortgage Loans in
         the aggregate conform, in all material respects, to the description
         thereof set forth in the Information Circular and the Prospectus
         Supplement;

                  (xlv) Each Initial Mortgage Loan was originated on or after
         May 2, 2002;

                  (xlvi) The Seller represents and warrants that the Seller
         currently operates or actively participates in an on-going business (A)
         to originate single family mortgage loans


                                       22

<PAGE>



         ("Loans"), and/or (B) to make periodic purchases of Loans from
         originators or sellers, and/or (C) to issue and/or purchase securities
         or bonds supported by the Loans, a portion of which Loans are made to
         borrowers who are:

                  (a) low-income families (families with incomes of 80% or less
         of area median income) living in low-income areas (a census tract or
         block numbering area in which the median income does not exceed 80% of
         the area median income); or

                  (b) very low-income families (families with incomes of 60% or
         less of area median income).

                  (xlvii) Subject to the restrictions of applicable law, each
         Mortgage contains a provision for the acceleration of the payment of
         the unpaid Principal Balance of the related Mortgage Loan in the event
         the related Mortgaged Property is sold without the prior consent of the
         mortgagee thereunder;

                  (xlviii) With respect to each Mortgage Loan secured by a
         manufactured home: (a) the manufactured home meets the applicable
         building codes and state laws for permanent affixation and treatment
         under state law as real property, (b) the Mortgage Loan is covered
         under a standard real estate title insurance policy or attorney's title
         opinion or certificate that identified the manufactured home as part of
         the real property and insurers or indemnifies against any loss if the
         manufactured home is determined not to be part of the real property and
         (c) meets any other conditions required by Freddie Mac Single Family
         Sellers/Servicers Guide;

                  (xlix) The pool of Mortgage Loans backing the Certificates
         does not contain Mortgage Loans relating to a single Mortgaged Property
         if the aggregate original Principal Balance of such Mortgage Loans
         exceeds Freddie Mac's loan limits. The pool of Mortgage Loans backing
         the Certificates will not result in a violation of Freddie Mac's loan
         limitations;

                  (l) No Mortgage Loan has been previously rejected by Freddie
         Mac;

                  (li) None of the Mortgage Loans were originated while the
         borrower was in bankruptcy or if foreclosure proceedings have begun.

                  (lii) The Mortgage Loans were not intentionally selected by
         the Seller in a manner intended to adversely affect the Purchaser, the
         Trust or the Guarantor;

                  (liii) Each Mortgage Note is comprised of one original
         promissory note and each such promissory note constitutes an
         "instrument" for purposes of section 9-102(a)(65) of the UCC;

                  (liv) The Initial Mortgage Loans are not subject to any
         pending Legal Actions as of the Cut-off Date; and



                                       23

<PAGE>


                  (lv) All escrow agreements are voluntary agreements (subject
         to termination by the Mortgagor at any time) and only provide for the
         escrowing of taxes and/or insurance payments (in each instance as
         directed by the Mortgagor).

                  (lvi) With respect to the Group I Mortgage Loans and the Group
         II Mortgage Loans, no such Mortgage Loans originated on or after
         October 1, 2002 are secured by property located in the State of
         Georgia.

                  (lvii) No Mortgagor has currently requested any relief under
         the Soldiers and Sailors Civil Relief Act of 1940 or similar state
         laws.



                                       24

<PAGE>



                                    EXHIBIT F

                           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 Deutsche
Bank National Trust Company, as trustee on behalf of Ameriquest Mortgage
Securities Inc., Floating Rate Mortgage Pass- Through Certificates, to accept
the transfer of the above described loan from Seller.

         Seller agrees to indemnify Deutsche Bank National Trust Company,
Ameriquest Mortgage Securities Inc. and Ameriquest Mortgage Company 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 _________________



                                       F-1

<PAGE>



                                    EXHIBIT G

                           LOSS MITIGATION ACTION PLAN
                           ---------------------------


<TABLE>
<CAPTION>
DEFAULT MITIGATION ACTION                                  SUPPORTING STANDARDS
<S>                                                        <C>

FORBEARANCE WORKOUt                                        Borrower  documents a temporary financial hardship
Defer any of the following:                                resulting in request for a forbearance
1.accrued interest                                         Borrower documents financial ability to pay under the
2.past due principal                                       proposed forbearance terms
3.escrow advances                                          Borrower expresses a willingness to perform.
4.corporate advances                                       Current monthly payments  are scheduled to  be made
5.ancillary fees                                           prior to late charge date during the forbearance term
6.any combination of the above

LOAN MODIFICATION WORKOUT                                  Borrower documents a  non-temporary financial
Any of the following:                                      hardship resulting in the request for  a loan
1.waive accrued interest                                   modification
2.waive past due principal                                 Borrower documents financial ability to pay under the
3.waive corporate advances                                 proposed loan modification terms
4.waive ancillary fees                                     Borrower does not have the ability to pay under the
5.reduce principal                                         original loan terms
6.reduce interest rate                                     Borrower expresses a willingness to perform
7.any combination of the above items                       No waiver of escrow advances (taxes and insurance) is
8.any combination with the Forbearance items               allowed

SHORT SALE DISPOSAL                                        Sale to a third party
Waive or negotiate a reduced amount of any of the          Independent appraisal supports sale price
following:                                                 No cash to seller (borrower), excluding costs necessary
1.accrued interest                                         to close
2.principal                                                Borrower does not have the ability and/or willingness
3.escrow advances                                          to pay
4.corporate advances                                       Borrower no longer wants property
5.ancillary fees
6.prepayment charges
7.any combination of the above items

Short pay-off Disposal                                     Refinance by independent third party Lender
Waive or negotiate a reduced amount of any of the          Independent appraisal supports new loan amount
following:                                                 New loan is no cash out (i.e. no cash to borrower
1.accrued interest                                         excluding costs necessary to close)
2.principal                                                Borrower  has expressed his/her unwillingness to pay
3.escrow advances                                          Anticipated refinance time frame is less than
4.corporate advances                                       anticipated foreclosure time frame
5.ancillary fees
6.prepayment charges
7.any combination of the above items




                                       G-1

<PAGE>




DEED-IN-LIEU DISPOSAL                                      Borrower has already  or will abandon the property or
                                                           is willing to vacate the property (in a broom sweep
                                                           condition) on a mutually agreeable date
                                                           Borrower does not have the ability and/or willingness
                                                           to pay
                                                           Independent appraisal confirms property  has a value
                                                           Title is clean
                                                           Property appears to be resalable based on condition
                                                           and value shown in independent appraisal
                                                           Property does not appear to have any environmental or
                                                           hazardous conditions (or such conditions appear to be
                                                           curable)

FORECLOSURE DISPOSAL                                       Borrower has already  or will abandon the property
                                                           (which may be by an eviction proceeding or mutual
                                                           agreement)
                                                           Borrower does not have the ability and/or willingness
                                                           to pay
                                                           Independent appraisal confirms property has a value
                                                           Property appears to be resalable based on condition
                                                           and value shown in independent appraisal
                                                           Property does not appear to have any environmental or
                                                           hazardous conditions (or such conditions appear to be
                                                           curable)
</TABLE>

Workouts in the form of either a Forbearance or Loan Modification require that
the Borrower document the existence of a financial hardship leading to the
payment delinquency and document the ability to make the payments required under
the proposed Forbearance or Loan Modification. If the Borrower fails to meet
both of these conditions or the Borrower is uncooperative, a Disposal Loss
Mitigation Action will be employed to liquidate the delinquent loan, assuming
the Borrower does not otherwise cure the existing default. Each of the Default
Mitigation Actions and Supporting Standards may not be applicable to each and
every loan subject to a default in its monthly payments and in those cases where
a Default Mitigation Action or Supporting Standard may be applicable, each is
subject to amendment and/or waiver on an individual basis pursuant to applicable
federal, state and local laws, decisional authorities, court orders,
instructions of regulatory and/or other governmental authorities, the advice of
legal counsel, instructions from the Trustee and changes in the loan servicing
standards.




                                       G-2

<PAGE>



                                    EXHIBIT H

                    FORM OF INVESTMENT LETTER [NON-RULE 144A]

                                                     [DATE]


Ameriquest Mortgage Securities Inc.         Deutsche Bank National Trust Company
1100 Town & Country Road, Suite 1100        1761 East St. Andrew Place
Orange, California 92868-4653               Santa Ana, California 92705-4934

         Re:      Ameriquest Mortgage Securities Inc., Series 2002-D
                  --------------------------------------------------

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 addresses 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



                                       H-1

<PAGE>




                       FORM OF RULE 144A INVESTMENT LETTER

                                                       [DATE]


Ameriquest Mortgage Securities Inc.         Deutsche Bank National Trust Company
1100 Town & Country Road, Suite 1100        1761 East St. Andrew Place
Orange, California 92868-4653               Santa Ana, California 92705-4934

         Re:      Ameriquest Mortgage Securities Inc., Series 2002-D
                  --------------------------------------------------

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 Act or that would
render the disposition of the Certificates a violation of Section 5 of the 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 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 Act.

                                                 Very truly yours,
                                                 [NAME OF TRANSFEREE]

                                                 By:____________________________
                                                 Authorized Officer


                                       H-2

<PAGE>



                                                            ANNEX I TO EXHIBIT H
                                                            --------------------

            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:

                  i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.

                  ii. 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.

--------

         1Buyer 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.


                                       H-3

<PAGE>



                           ___ Broker-dealer. The Buyer is a dealer registered
                  pursuant to Section 15 of the Securities Exchange Act of 1934.

                           ___ 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.

                  iii. 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
andcommodity swaps.

                  iv. 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.



                                       H-4

<PAGE>



                  v. 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.

                  vi. 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 as 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:___________________________





                                       H-5

<PAGE>



                                                            ANNEX 2 TO EXHIBIT H
                                                            --------------------

            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 Buyer's 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.


                                       H-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:___________________________



                                       H-7

<PAGE>



                                    EXHIBIT I

                 AFFIDAVIT OF TRANSFER OF RESIDUAL CERTIFICATES
                           PURSUANT TO SECTION 5.02(b)

                       AMERIQUEST MORTGAGE SECURITIES INC.
                                  SERIES 2002-D

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 a Class R Certificate (the "Certificate") issued pursuant
to the Pooling and Servicing Agreement (the "Agreement"), relating to the
above-referenced Certificates, among Ameriquest Mortgage Securities Inc., as
Depositor, Ameriquest Mortgage Company, as Originator and Master Servicer (the
"Originator" and "Master Servicer"), Federal Home Loan Mortgage Corporation, as
Guarantor and Deutsche Bank National Trust Company, 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) for 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


                                       I-1

<PAGE>



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.)

         5. The Transferee has reviewed the provisions of Section 5.02(b) 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(b) 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 J 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. If the Certificate is a "noneconomic residual interest," Transferee
understands that, as the holder of the noneconomic residual, the Transferee may
incur tax liabilities in excess of any cash flows generated by the interest and
that the Transferee intends to pay taxes associated with holding the residual
interest as they become due.

         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.




                                       I-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 _____. ____.





                                       I-3

<PAGE>



                                    EXHIBIT J

                         FORM OF TRANSFEROR CERTIFICATE

                                     [DATE]



Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, CA 92705-4934
Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868-4653

                  Re:      Ameriquest Mortgage Securities Inc., Series 2002-D
                           --------------------------------------------------

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 __ Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of a Class ___ Certificate is to impede the assessment or collection
of tax.

                                        Very truly yours,

                                        [NAME OF TRANSFEROR]

                                        By:___________________________________






                                       J-1

<PAGE>



                                    EXHIBIT K

                           FORM OF LIQUIDATION REPORT

Customer Name:

Account Number:

Original Principal Balance:

1        Type of Liquidation (REO disposition/charge-off/short pay-off)
         Date last paid
         Date of foreclosure
         Date of REO
         Date of REO Disposition
         Property Sale Price/Estimated Market Value at disposition

2.       Liquidation Proceeds
         Principal Prepayment $__________________
         Property Sale Proceeds _________________
         Insurance Proceeds _____________________
         Other (itemize) ________________________
         Total Proceeds $________________________

3.       Liquidation Expenses
         Servicing Advances $____________________
         Delinquency Advances ___________________
         Monthly Advances _______________________
         Servicing Fees _________________________
         Other Servicing Compensation ___________
         Total Advance $___________

4.       Net Liquidation Proceeds $__________

5.       (Item 2 minus Item 3)

6.       Principal Balance of Mortgage Loan $__________________

7.       Loss, if any (Item 5 minus Item 4) $__________________





                                       K-1

<PAGE>



                                    EXHIBIT L

                           AMERIQUEST MORTGAGE COMPANY
                             UNDERWRITING GUIDELINES

                             Available Upon Request


                                       L-1

<PAGE>



                                    EXHIBIT M

                       FORM OF LOAN DATA REMITTANCE REPORT

LOAN LEVEL REPORTING - LNS FILE FORMAT
                       ---

DO NOT INCLUDE HEADER OR TRAILER RECORDS IN FILES

DETAIL RECORD FIELDS:                                    FILE NAME: T0NNMMYY.LNS


<TABLE>
<CAPTION>
         DATA:             FIELD         FORMAT              FIELD                         DEFINITION
      T0NNMMYY.LNS          NBR                            POSITION
<S>                      <C>       <C>                 <C>               <C>
Blank                              9(X)                001-009           Filler data - Blank filled

Blank                    1         1(x)                010

MASTER SERVICER                    13(X)               011-023           UNIQUE LOAN NUMBER ASSIGNED TO THE
LOAN NO.                                                                 MORTGAGE BY THE SELLER/MASTER SERVICER

Blank                    2         1(x)                024               Due date of last full payment received from
Due Date of Last                   YYYYMMDD            025-0342          the borrower.
Paid                                                                     (Data is when payment was due)
Installment
(DDLPI)

Blank                    3         1(x)                033               Date of the last fully paid monthly
Last Payment                       YYYYMMDD            034-041           installment of principal, interest, and escrow
Received Date                                                            (if any) that was received from the borrower.
(LPRD)                                                                   Note: Dates of partial payments should not
                                                                         be entered here. (Data is when payment was
                                                                         actually received from the borrower) IF THIS
                                                                         INFORMATION IS NOT AVAILABLE, THEN POPULATE
                                                                         THE FIELD WITH THE DEFAULT VALUE OF 19000101.

Blank                    4         1(x)                042               Unpaid Principal balance should be reported
Unpaid Principal                   13.2                043-055           as follows:
Balance (UPB)                                                            * For loans in the REMIC trust, the mortgage
100%                                                                     UPB reduced by normal principal reduction,
                                                                         principal advances or prepayments.
                                                                         * FOR LOANS THAT ARE PAID IN FULL BY THE
                                                                         MORTGAGOR, REPURCHASED FROM THE REMIC TRUST,
                                                                         OR LIQUIDATED, REPORT THE UPB AS ZERO.

Blank                    5         1(x)                056               Gross/Coupon Interest

Interest Paid                      13.2                057-069

Blank                    6         1(x)                070               Total principal paid on the mortgage,
Principal Paid                     13.2                071-083           including any losses or advances. If the loan
                                                                         is repurchased or liquidated from the trust,
                                                                         it should be equivalent to the full remaining
                                                                         loan balance.



                                                          M-1

<PAGE>


         DATA:             FIELD         FORMAT              FIELD                         DEFINITION
      T0NNMMYY.LNS          NBR                            POSITION

Blank                    7         (1x)                084               This field should contain an exception code
Exception Code                     2(x)                085-086           only when exception activity occurs for that
                                                                         period, otherwise this field should contain a
                                                                         0. DEFAULT VALUE IS 0. 40 Inactivate loan 60
                                                                         Payoff - mortgage matured 61 Payoff - mortgage
                                                                         prepaid 65 Payoff - mortgage repurchased 69
                                                                         Payoff - mortgage liquidated 70 Transfer to
                                                                         REO 72 Foreclosure 80 Substituted Loan - Loan
                                                                         is added as a substitute for another loan 81
                                                                         Reinstated Loan - Loan was previously
                                                                         delinquent, but the borrower has brought it
                                                                         current 90 Loan Modified - This is an
                                                                         exceptional activity code which is reserved
                                                                         for future use. Modifications typically
                                                                         require repurchase 8 from the trust prior to
                                                                         modifying the loan.

Blank                    8         1(x)                087               Date the exception occurred.  If an exception
Exception Date                     YYYYMMDD            088-095           has not occurred, this field should contain
                                                                         the default value of 1900101.

Blank                              13.2                096-108           Filler - Blank filled

Blank                    9         1(X)                109               Filler - Blank filled
Mortgage Note Rate                 6.3                 110-115
                                                                         Rate associated with the borrower's schedule
                                                                         payment.

Blank                    10        1(x)                116
Mortgage P&I                       13.2                117-129           Principal and intrest portion of the borrowers
Amount                                                                   scheduled installment,  Note:  100% of the
                                                                         principal and interest amount should be
                                                                         entered in this field, including servicing and
                                                                         guarantee fees.

Blank                              1(x)                130

Realized Losses          11        13.2                131-143           Amount of realized losses for that period.

Blank                    12        1(x)                144               Total principal payments advanced by the
Cumulative                         13.2                145-157           Master Servicer and not repaid by the
Principal                                                                borrower.
Advances

Blank                    13        1(x)                158               Amount of interest payment advanced by the
Interest Advances                  13.2                159-171           Master Servicer for that period.



                                                        M-2

<PAGE>



         DATA:             FIELD         FORMAT              FIELD                         DEFINITION
      T0NNMMYY.LNS          NBR                            POSITION

Blank                              1(x)                172               Pertains to activity in the prior reporting
Loan Status              14        1(X)                173               cycle.
                                                                         0 - Active
                                                                         4 - Foreclosure
                                                                         5-REO
                                                                         6 - Closed (PAYOFFS &
                                                                         REPURCHASES)
                                                                         9 - Bankruptcy (OVERRIDES ACTIVE
                                                                         STATUS)

                                                                         Note: 30,60 & 90 day delinquency status will
                                                                         be derived from the DDLPI field.

Blank                              1(x)                174

Blank                              1(x)                174

Subservicer No.          15        6                   175-180           Subservicer ID# - #S/S# assigned by Freddie
Blank                              1(x)                181               Mac - 6 digits
Actual Loan              16        13.2                182-194
Balance                                                                  Actual loan balance outstanding from the
                                                                         borrower and does not include advances made by
                                                                         the servicer.

Blank                    17        (1x)                195               Applies only to ARM loans and reflects the
Next Interest Rate                 YYYYMMDD            196-203           next pending interest rate adjustment date.
Change Date                                                              DEFAULT IS 190000101.

Blank                    18        (1x)                204               Applies only to payment capped ARM loans
Next Interest                      YYYYMMDD            209-212           and reflects the next pending payment
Payment                                                                  adjustment date.  DEFAULT IS 190000101.
Change Date

Blank                    19        1(x)                213
Index Value at                     6.3                 214-219           The index rate used in determining the ARM
Reset                                                                    coupon.
Date                                                                     DEFAULT VALUE IS 0.

Blank                    20        1(x)                220               Should be populated in advance of the rate
Next Mortgage Rate                 6.3                 221-226           adjustment.  DEFAULT VALUE IS 0.
expected at reset
date

Blank                              1(x)                227

Collateral Group         21        2                   228-229           This is a collateral grouping number for
No. #                                                                    whole loan directed collateral deals.  DEFAULT
                                                                         VALUE IS 0.

Blank                              1(x)                230



                                                        M-3

<PAGE>



         DATA:             FIELD         FORMAT              FIELD                         DEFINITION
      T0NNMMYY.LNS          NBR                            POSITION

Current Arrearage        22        13.2                231-243           The current amount of cashflow applied to
Paid                                                                     the arrearage balance.  Applies to loans that
                                                                         have been or are currently in default.
                                                                         DEFAULT VALUE IS 0.

Blank                              1(x)                244

Outstanding              23        13.2                245-257           The total amount of outstanding interest
Arrearage Balance                                                        accrued under forbearance period, after
                                                                         current arrearage payment.  DEFAULT VALUE IS
                                                                         0.

Blank                              1(x)                258

FREDDIE MAC LOAN         24        13(X)               259-271           UNIQUE & PERMANENT LOAN NUMBER
NUMBER                                                                   ASSIGNED TO THE MORTGAGE BY FREDDIE MAC.
                                                                         USED FOR DISCLOSURE.

PREPAYMENT               25        13.2                272-274           THE BORROWERS PENALTY PAYMENT FOR
PREMIUM AMOUNT                                                           PREPAYING HIS MORTGAGE.  THIS AMOUNT IS
                                                                         ALLOCATED IN AGGREGATE AS A DIRECTED
                                                                         COLLATERAL AMOUNT TO A SPECIFIC BOND.
</TABLE>



                                                        M-4

<PAGE>



                                   EXHIBIT N

              FORM OF TRUSTEE'S REMITTANCE REPORT - BND FILE FORMAT
       (NOTE: THIS INFORMATION IS LOADED TO ASDB EVERY MONTH BY TOM HARTY)

DETAIL RECORD FIELDS:                                   FILE NAME:  TONNMMYY.BND

<TABLE>
<CAPTION>
                                     FLD                   FIELD
           FIELD NOTE                NBR       FORMA      POSITION                        DEFINITION
<S>                               <C>       <C>         <C>           <C>
Series# (Deal Identifier)         1         10(x)       001-010       As defined by issuer or as assigned - Tonn

Blank                                       1(x)        011

Class #                           2         (2x)        012-013       As assigned or determined by issuer.  Input
                                                                      default value if not applicable.

Blank                                       5(x)        014-018

CUSIP #                           3         9(x)        019-027       If not available, input default value.  Freddie
                                                                      Mac may provide dummy numbers, if CUSIP
                                                                      numbers are not assigned by the issuer.

Blank                                       1(x)        028

Coupon-- Current Pass-            4         6.3         029-034       Bond Coupon Rate
through Rate

Blank                                       1(x)        035

Original Face Value               5         13.2        035-          Par Value, original issue amount, of Class
                                                        048

Blank                                       1(x)        049

Beginning Unpaid Principal        6         13.2        050-062       Beginning Class UPB as of beginning of cycle
Balance

Blank                                       1(x)        063

Principal payment amount          7         13.2        064-076       Dollar amount of class principal payment

Blank                                       1(x)        077

Interest payment amount           8         13.2        078-090       Dollar amount of class interest payment

Blank                                       1(x)        091

Total Distribution                9         13.2        092-104       Dollar amount of principal & interest payment

Blank                                       1(x)        105

Deferred Interest                 10        13.2        106-118       Dollar amount of overcollateralization
                                                                      (Difference between security principal and
                                                                      mortgage principal balances applied this period.
                                                                      This can include non-cash allocations)

Blank                                       1(x)        119



                                                        N-1

<PAGE>

                                     FLD                   FIELD
           FIELD NOTE                NBR       FORMA      POSITION                        DEFINITION

Principal Loss                    11        1.32        120-132       Dollar amount of principal losses applied this
                                                                      period

Blank                                       1(x)        133

Interest Loss                     12        13.2        134-146       Dollar amount of interest losses applied this
                                                                      period

Blank                                       1(x)        147

Ending Unpaid Principal           13        13.2        148-160       Ending Class UPB as of beginning of cycle
Balance

Blank                                       1(x)        161

Principal Distribution Factor     14        9.7         162-170       Factor representing the principal payment
                                                                      divided by the Original UPB of the class.

Blank                                       1(x)        171

Interest Distribution Factor      15        9.7         172-180       Factor representing the interest payment divided
                                                                      by the Beginning UPB of the class.

Blank                                       1(x)        181

Prepayment Interest Shortfall     16        9.7         182-190       If loans were prepaid and an interest shortfall
                                                                      arose in this period, it should be entered in this
                                                                      field.  If not applicable, a zero should be used.

Blank                                       1(x)        191

Total Distribution Factor         17        9.7         192-200       Factor representing the combined principal and
                                                                      interest payment divided by the Original UPB of
                                                                      the class.

Blank                                       1(x)        201

Deferred Interest Factor          18        9.7         202-210       Factor representing any increase in residual
                                                                      class due to credit enhancement requirements.
                                                                      This is determined by dividing the increase
                                                                      amount by the original UPB.

Blank                                       1(x)        211

Ending Principal Balance          19        9.7         212-220       Ending UPB divided by original UPB.
Factor

Blank                                       1(x)        221

Remaining Unpaid Interest         20        13.2        222-234       If interest should be due, but not received on a
                                                                      given amount, then that amount should be
                                                                      entered.
</TABLE>




                                                        N-2

<PAGE>



                                    EXHIBIT O

                             FORM OF ADDITION NOTICE

                                                   ___________, 2002
Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

         Re:      Pooling and Servicing Agreement (the "POOLING AND SERVICING
                  AGREEMENT"), dated as of December 1, 2002 among Ameriquest
                  Mortgage Securities Inc., as Depositor, Ameriquest Mortgage
                  Company, as Originator and Master Servicer, the Federal Home
                  Loan Mortgage Corporation, as Guarantor and Deutsche Bank
                  National Trust Company, as Trustee with respect to Ameriquest
                  Mortgage Securities Inc., Series 2002-D
                  -------------------------------------------------------------

Ladies and Gentlemen:

         Pursuant to Section 2.08 of the referenced Pooling and Servicing
Agreement, Ameriquest Mortgage Securities Inc. 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,

                                        AMERIQUEST MORTGAGE SECURITIES INC.

                                        By:________________________________
                                        Name:
                                        Title:


Acknowledged and Agreed:

DEUTSCHE BANK NATIONAL TRUST COMPANY

By:_________________________________
Name:
Title:



                                       O-1

<PAGE>



                                    EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

                  Pursuant to this Subsequent Transfer Instrument, dated , 2002
(the "Instrument"), between Ameriquest Mortgage Securities Inc. as seller (the
"Depositor"), and Deutsche Bank National Trust Company, as trustee of the
Ameriquest Mortgage Securities Inc., Series 2002-D, 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, Ameriquest Mortgage Company as originator and master servicer, the
Trustee as trustee and Federal Home Loan Mortgage Corporation as guarantor with
respect to the Class A and Class S Certificates, the Depositor and the Trustee
agree to the sale by the Depositor and the purchase by the Trustee, on behalf of
the Trust, of the Mortgage Loans listed on the attached Schedule of Subsequent
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, 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 Subsequent 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 set forth in Section 2.08 of the Pooling and Servicing Agreement are
satisfied as of the date hereof.


                                       P-1

<PAGE>



                  (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.

                  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.




                                       P-2

<PAGE>



                  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.

                                        AMERIQUEST MORTGAGE SECURITIES INC.

                                        By:________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK NATIONAL TRUST COMPANY, as
                                        Trustee

                                        By:________________________________
                                        Name:
                                        Title:


Attachments
-----------

A.       Additional terms of sale.
B.       Schedule of Subsequent Mortgage Loans.




                                       P-3

<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 Subsequent Cut-off Date are true
and correct: (i) such Subsequent Mortgage Loan may not be 30 or more days
delinquent as of the related Subsequent Cut-off Date and such Subsequent
Mortgage Loan may not have been 30 or more days delinquent since origination;
(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
_____%; (iv) all such Subsequent Mortgage Loans will have, as of the applicable
Cut-off Date, a weighted average term since origination not in excess of 2
months; (v) such Subsequent Mortgage Loan will have an adjustable Mortgage Rate
that is not less than _____% per annum; (vi) such Subsequent Mortgage Loan will
have a Gross Margin not less than _____%; (vii) such Subsequent Mortgage Loan
must have a Maximum Mortgage Rate not less than _____%; (viii) such Subsequent
Mortgage Loan must have a Minimum Rate not less than %; (ix) such Subsequent
Mortgage Loan may not provide for negative amortization; (xi) such Subsequent
Mortgage Loan shall have been serviced by the Master Servicer since originated
or purchased by the Depositor; (xii) such Subsequent Mortgage Loan must have a
first payment date occurring on or before [month/year] and (xiii) such
Subsequent Mortgage Loan shall have been underwritten in accordance with the
Originator's underwriting criteria as described in the Information Circular.

         C. Following the purchase of any Subsequent Mortgage Loan by the Trust
all of the Mortgage Loans (including such Subsequent Mortgage Loans) as of the
Subsequent Cut-off Date: (i) will have a weighted average original term to
stated maturity of not more than 360 months, (ii) will have a weighted average
term since origination not in excess of - months; (iii) will have a weighted
average Mortgage Rate of not less than _____%, (iv) will have a weighted average
Loan-to-Value Ratio of not more than _____%, (v) will have a weighted average
Gross Margin that is not less than approximately _____%, (vi) will have a
weighted average Maximum Mortgage Rate of not less than %, (vii) will have a
weighted average Minimum Mortgage Rate of not less than _____%, (viii) will have
no Mortgage Loan with a Principal Balance that does not conform to Freddie Mac
guidelines, (ix) will be secured by Mortgaged Properties in any one state
representing no more than_____ % of the aggregate Principal Balance thereof, (x)
will be secured by Mortgaged Properties in any one zip code representing no more
than _____% of the aggregate Principal Balance thereof, (xi) will be secured by
non-owner-occupied Mortgaged Properties representing no more than _____% of the
aggregate Principal Balance thereof, (xii) will be secured by two- to
four-family Mortgaged Properties representing no more than _____% of the
aggregate Principal Balance thereof,


                                       P-4

<PAGE>



(xiii) will have a weighted average FICO score of the related mortgagor of not
less than ______, (xiv) will have a cash-out refinance loan purpose representing
no more than _____% of the aggregate Principal Balance of all of the Mortgage
Loans, (xv) will have Prepayment Charge provisions representing no less than
_____% of the aggregate Principal Balance of all of the Mortgage Loans, (xvi)
will have an Originator's risk grade of CC representing no more than _____% of
the aggregate Principal Balance of all of the Mortgage Loans, (xvii) will have
Mortgage Loans with an Originators risk grade of C representing no more than
_____% of the aggregate Principal Balance thereof, (xviii) will have Mortgage
Loans with an Originators risk grade of B representing no more than _____% of
the aggregate Principal Balance thereof, (xix) will have Mortgage Loans with a
Loan-to-Value Ratio at origination of 80.00% representing no more than _____% of
the aggregate Principal Balance thereof, (xx) will have Mortgage Loans with a
Loan-to-Value Ratio at origination in excess of 80.00% representing no more than
_____% of the aggregate Principal Balance thereof, (xxi) will have Mortgage
Loans with a Loan-to-Value Ratio at origination in excess of 90.00% representing
no more than % of the aggregate Principal Balance thereof, (xxii) will have
Mortgage Loans with a Loan-to-Value Ratio at origination in excess of 95.00%
representing no more than _____% of the aggregate Principal Balance thereof,
(xxiii) will have been underwritten in accordance with the Originators Full
Documentation Program representing not less than _____% of the aggregate
Principal Balance thereof, (xxiv) will have been underwritten in accordance with
the Originators Stated Income Documentation Program representing not more than %
of the aggregate Principal Balance thereof, (xxv) will have been underwritten in
accordance with the Originators Mortgage Credit Only Program representing not
more than _____% of the aggregate Principal Balance thereof, in each case, as
applicable, by aggregate Stated Principal Balance of the Mortgage Loans as of
the applicable Subsequent Cut-off Date, (xxvi) no more than _____% of the
aggregate Principal Balance thereof will have their first adjustment six months
following their date of origination, no less than _____% and no more than _____%
of the aggregate Principal Balance thereof will have their first adjustment 2
years following their date of origination and the remainder of the Mortgage
Loans will have their first adjustment 3 years following their date of
origination and (xviii) will have an average prepayment period of approximately
_____ months.

         D. In the sole discretion of the Guarantor, Subsequent Mortgage Loans
with characteristics varying from those set forth above may be purchased by the
Trust; provided, however that the addition of such Mortgage Loans will not
materially affect the aggregate characteristics of the Mortgage Pool.




                                       P-5

<PAGE>



                                  ATTACHMENT B

                      SCHEDULE OF SUBSEQUENT MORTGAGE LOANS






                                       P-6

<PAGE>



                                    EXHIBIT Q

                       FORM OF ERISA REPRESENTATION LETTER

                                           _____________, 200__


Ameriquest Mortgage Securities Inc.       Deutsche Bank National Trust Company
1100 Town & Country Road                  1761 East St. Andrew Place
Orange, California 92868                  Santa Ana, California 92705-4934

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Ameriquest Mortgage Securities Inc. Asset-Backed Pass-Through
                  Certificates, Series 2002-D, Class [CE], [P], [R] Dear Ladies
                  and Gentlemen:
                  -------------------------------------------------------------

                  __________________________________ (the "Transferee") intends
to acquire from _____________________ (the "Transferor") $____________ Initial
Certificate Principal Balance of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series 2002-D, Class ___ (the
"Certificates"), issued pursuant to a Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of December 1, 2002 among Ameriquest
Mortgage Securities Inc. as depositor (the "Depositor"), Ameriquest Mortgage
Company as master servicer (the "Master Servicer"), Deutsche Bank National Trust
Company as trustee (the "Trustee") and Federal Home Loan Mortgage Corporation as
guarantor with respect to the Class A and Class S Certificates (the
"Guarantor"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to, and covenants with the
Depositor, the Trustee, the Guarantor and the Master Servicer that the following
statements are accurate:

                  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,

                                             By: ______________________________
                                             Name:
                                             Title:


                                      Q-1

<PAGE>



                                   EXHIBIT R-1

        FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

           Re:      Ameriquest Mortgage Securities Inc., Series 2002-D
                    Asset-Backed Certificates, Series 2002-D

                  I, John Grazer, the senior officer of Ameriquest Mortgage
Securities Inc. (the "Registrant") in charge of securitizations, 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
Registrant;

                  2. Based on my knowledge, the information in these reports,
taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;

                  3. Based on my knowledge, the distribution information and the
servicing information required to be provided to the Trustee by the Master
Servicer under the Pooling and Servicing Agreement is included in these reports;

                  4. I am responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement and based upon the
review required under the Pooling and Servicing Agreement, and except as
disclosed in the report, the Master Servicer has fulfilled its obligations under
the Pooling and Servicing Agreement; and

                  5. I have disclosed to the Registrant's certified public
accountants all significant deficiencies relating to the Master Servicer's
compliance with the minimum servicing standards in accordance with a review
conducted in compliance with the Uniform Single Attestation Program for Mortgage
Bankers or similar standard as set forth in the Pooling and Servicing Agreement.




                                      R-1-1

<PAGE>



                  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Pooling and Servicing Agreement, dated December
1, 2002 (the "Pooling and Servicing Agreement"), among the Registrant as
depositor, Ameriquest Mortgage Company as master servicer, Federal Home Loan
Mortgage Corporation, as guarantor of the Class A Certificates and the Class S
Certificates and Deutsche Bank National Trust Company as trustee.

                                         AMERIQUEST MORTGAGE SECURITIES INC.


                                         By:____________________________________
                                         Name:
                                         Title:
                                         Date:




                                      R-1-2

<PAGE>



                                   EXHIBIT R-2

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE TRUSTEE

           Re:      Ameriquest Mortgage Securities Inc., Series 2002-D
                    Asset-Backed Certificates, Series 2002-D

                  I, [identify the certifying individual], a [title] of Deutsche
Bank National Trust Company, as Trustee, hereby certify to Ameriquest Mortgage
Securities Inc. (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 distribution 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 Registrant as
depositor, Ameriquest Mortgage Company as master servicer, Federal Home Loan
Mortgage Corporation, as guarantor of the Class A Certificates and the Class S
Certificates and Deutsche Bank National Trust Company as trustee.

                                   DEUTSCHE BANK NATIONAL TRUST
                                   COMPANY, as Trustee


                                   By:__________________________________
                                   Name:
                                   Title:
                                   Date:





                                      R-2-1

<PAGE>



                                    EXHIBIT S

                     FORM OF NOTICE FOR LOCATION OF ACCOUNTS

                                              December ___, 2002

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868
Attn: General Counsel

Freddie Mac
8200 Jones Branch Drive
McLean, Virginia 22102

[NIMS INSURER]

         Re:      Pooling and Servicing Agreement (the "Pooling and Servicing
                  Agreement"), dated as of December 1, 2002 among Ameriquest
                  Mortgage Securities Inc., as Depositor, Ameriquest Mortgage
                  Company, as Seller and Master Servicer, the Federal Home Loan
                  Mortgage Corporation, as Guarantor of the Class A Certificates
                  and the Class S Certificates and Deutsche Bank National Trust
                  Company, as Trustee, with respect to Ameriquest Mortgage
                  Securities Inc., Series 2002-D
                  --------------------------------------------------------------

Dear Sirs:

                  Pursuant to Section 3.04(i) of the above referenced Pooling
and Servicing Agreement you are hereby notified of the location and the date of
establishment of the following accounts:

                  [Distribution Account
                  Initial Deposit Account
                  Interest Coverage Account
                  Net WAC Rate Carryover Reserve Account
                  Excess Net WAC Rate Reserve Fund
                  Pre-Funding Account]

                  The accounts were established on____________________, 2002,
are held at Deutsche Bank National Trust Company in New York, New York, and are
maintained by Deutsche Bank National Trust Company at 1761 East St. Andrew
Place, Santa Ana, California 92705.




S-1

<PAGE>



                  If you should have any questions, please feel free to contact
me at (714) 247-_______.

                                        Very truly yours,

                                        DEUTSCHE BANK NATIONAL TRUST
                                        COMPANY


                                        By:_______________________________
                                        Name:
                                        Title:



                                       S-2

<PAGE>



                     FORM OF NOTICE FOR LOCATION OF ACCOUNTS

                                               December __, 2002

Freddie Mac
8200 Jones Branch Drive
McLean, Virginia 22102

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705

[NIMS INSURER]

         Re:      Pooling and Servicing Agreement (the "Pooling and Servicing
                  Agreement"), dated as of December 1, 2002 among Ameriquest
                  Mortgage Securities Inc., as Depositor, Ameriquest Mortgage
                  Company, as Seller and Master Servicer, the Federal Home Loan
                  Mortgage Corporation, as Guarantor of the Class A Certificates
                  and the Class S Certificates and Deutsche Bank National Trust
                  Company, as Trustee, with respect to Ameriquest Mortgage
                  Securities Inc., Series 2002-D
                  --------------------------------------------------------------

Dear Sirs:

                  Pursuant to Section 3.04(i) of the above referenced Pooling
and Servicing Agreement you are hereby notified of the location and the date of
establishment of the following account:

                  Collection Account

                  The accounts were established on____________________, 2002,
are held at Ameriquest Mortgage Company in Orange, California, and are
maintained by Ameriquest Mortgage Company at 1100 Town & Country Road, Suite
1100.




                                       S-3

<PAGE>



                  If you should have any questions, please feel free to contact
me at (714) 564-____.


                                              Very truly yours,

                                              AMERIQUEST MORTGAGE COMPANY



                                              By:_______________________________
                                              Name:
                                              Title:





                                       S-4

<PAGE>




                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

                                 Filed By Paper




<PAGE>



                                   SCHEDULE II

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request






<PAGE>


                                  SCHEDULE III

                               PMI MORTGAGE LOANS

                             Available Upon Request