CITIGROUP MORTGAGE LOAN TRUST INC.
                                    Depositor


                             [---------------------]
                                    Servicer


                             [---------------------]
                               Trust Administrator


                                       and


                             [---------------------]
                                     Trustee

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

                         POOLING AND SERVICING AGREEMENT
                       Dated as of [_____________________]

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

                             [---------------------]

                         Series [_____________________]


<PAGE>


                                TABLE OF CONTENTS

SECTION

ARTICLE I DEFINITIONS

SECTION 1.01            Defined Terms...........................................
SECTION 1.02            Allocation of Certain Interest Shortfalls...............

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01            Conveyance of Mortgage Loans............................
SECTION 2.02            Acceptance of the Trust Fund by the Trustee.............
SECTION 2.03            Repurchase or Substitution of Mortgage Loans by the
                        Seller or the Depositor.................................
SECTION 2.04            [Reserved]..............................................
SECTION 2.05            Representations, Warranties and Covenants of the
                        Servicer................................................
SECTION 2.06            Issuance of the Certificates............................
SECTION 2.07            Conveyance of the REMIC Regular Interests; Acceptance
                        of the Trust REMICs by the Trustee......................
SECTION 2.08            Puposes and Powers of the Trust.........................

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01            Servicer to Act as Servicer.............................
SECTION 3.02            Sub-Servicing Agreements Between the Servicer and
                        Sub-Servicers...........................................
SECTION 3.03            Successor Sub-Servicers.................................
SECTION 3.04            Liability of the Servicer...............................
SECTION 3.05            No Contractual Relationship Between Sub-Servicers and
                        Trustee, Trust Administrator or Certificateholders......
SECTION 3.06            Assumption or Termination of Sub-Servicing Agreements
                       by Trust Administrator...................................
SECTION 3.07            Collection of Certain Mortgage Loan Payments............
SECTION 3.08            Sub-Servicing Accounts..................................
SECTION 3.09            Collection of Taxes, Assessments and Similar Items;
                        Servicing Accounts......................................
SECTION 3.10            Collection Account and Distribution Account.............
SECTION 3.11            Withdrawals from the Collection Account and
                        Distribution Account....................................
SECTION 3.12            Investment of Funds in the Collection Account and the
                        Distribution Account....................................
SECTION 3.13            [Reserved]..............................................
SECTION 3.14            Maintenance of Hazard Insurance and Errors and Omissions
                        and Fidelity Coverage...........84
SECTION 3.15            Enforcement of Due-On-Sale Clauses; Assumption
                        Agreements..............................................
SECTION 3.16            Realization Upon Defaulted Mortgage Loans...............
SECTION 3.17            Trustee to Cooperate; Release of Mortgage Files.........
SECTION 3.18            Servicing Compensation..................................
SECTION 3.19            Reports to the Trust Administrator; Collection
                        Account Statements......................................
SECTION 3.20            Statement as to Compliance..............................
SECTION 3.21            Assessments of Compliance and Attestation Reports.......
SECTION 3.22            Access to Certain Documentation.........................
SECTION 3.23            Title, Management and Disposition of REO Property.......
SECTION 3.24            Obligations of the Servicer in Respect of Prepayment
                        Interest Shortfalls.....................................
SECTION 3.25            Obligations of the Servicer in Respect of
                        Monthly Payments........................................
SECTION 3.26            Commission Reporting....................................
SECTION 3.27            Advance Facility........................................

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01            Distributions...........................................
SECTION 4.02            Statements to Certificateholders........................
SECTION 4.03            Remittance Reports; P&I Advances........................
SECTION 4.04            Allocation of Extraordinary Trust Fund Expenses and
                        Realized Losses.........................................
SECTION 4.05            Compliance with Withholding Requirements................
SECTION 4.06            Net WAC Rate Carryover Reserve Account..................
SECTION 4.07            Commission Reporting....................................
SECTION 4.08            Cap Account.............................................
SECTION 4.09            [Reserved]..............................................

ARTICLE V THE CERTIFICATES

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

ARTICLE VI THE DEPOSITOR AND THE SERVICER

SECTION 6.01            Liability of the Depositor and the Servicer.............
SECTION 6.02            Merger or Consolidation of the Depositor or the Servicer
SECTION 6.03            Limitation on Liability of the Depositor, the Servicer
                        and Others..............................................
SECTION 6.04            Limitation on Resignation of the Servicer...............
SECTION 6.05            Rights of the Depositor in Respect of the Servicer......
SECTION 6.06            Duties of the Credit Risk Manager.......................
SECTION 6.07            Limitation Upon Liability of the Credit Risk Manager....
SECTION 6.08            Removal of the Credit Risk Manager......................

ARTICLE VII DEFAULT

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

ARTICLE VIII CONCERNING THE TRUSTEE aND THE TRUST ADMINISTRATOR

SECTION 8.01            Duties of Trustee and Trust Administrator...............
SECTION 8.02            Certain Matters Affecting the Trustee and the Trust
                        Administrator...........................................
SECTION 8.03            Neither the Trustee nor Trust Administrator Liable for
                        Certificates or Mortgage Loans..........................
SECTION 8.04            Trustee and Trust Administrator May Own Certificates....
SECTION 8.05            Trustee's, Trust Administrator's and Custodians' Fees
                        and Expenses............................................
SECTION 8.06            Eligibility Requirements for Trustee and Trust
                        Administrator...........................................
SECTION 8.07            Resignation and Removal of the Trustee and the Trust
                        Administrator...........................................
SECTION 8.08            Successor Trustee or Trust Administrator................
SECTION 8.09            Merger or Consolidation of Trustee or Trust
                        Administrator...........................................
SECTION 8.10            Appointment of Co-Trustee or Separate Trustee...........
SECTION 8.11            [Reserved]..............................................
SECTION 8.12            Appointment of Office or Agency.........................
SECTION 8.13            Representations and Warranties..........................
SECTION 8.14            [Reserved]..............................................
SECTION 8.15            No Trustee or Trust Administrator Liability for Actions
                        or Inactions of Custodians..............................

ARTICLE IX TERMINATION

SECTION 9.01            Termination Upon Repurchase or Liquidation of the
                         Mortgage Loans.........................................
SECTION 9.02            Additional Termination Requirements.....................

ARTICLE X REMIC PROVISIONS

SECTION 10.01           REMIC Administration....................................
SECTION 10.02           Prohibited Transactions and Activities..................
SECTION 10.03           Servicer, Trustee and Trust Administrator
                        Indemnification.........................................

ARTICLE XI MISCELLANEOUS PROVISIONS

SECTION 11.01           Amendment...............................................
SECTION 11.02           Recordation of Agreement; Counterparts..................
SECTION 11.03           Limitation on Rights of Certificateholders..............
SECTION 11.04           Governing Law...........................................
SECTION 11.05           Notices.................................................
SECTION 11.06           Severability of Provisions..............................
SECTION 11.07           Notice to Rating Agencies...............................
SECTION 11.08           Article and Section References..........................
SECTION 11.09           Grant of Security Interest..............................
SECTION 11.10           Third Party Rights......................................


<PAGE>


EXHIBITS

Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2A Certificate
Exhibit A-3       Form of Class A-2B Certificate
Exhibit A-4       Form of Class A-2C Certificate
Exhibit A-5       Form of Class A-2D Certificate
Exhibit A-6       Form of Class M-1 Certificate
Exhibit A-7       Form of Class M-2 Certificate
Exhibit A-8       Form of Class M-3 Certificate
Exhibit A-9       Form of Class M-4 Certificate
Exhibit A-10      Form of Class M-5 Certificate
Exhibit A-11      Form of Class M-6 Certificate
Exhibit A-12      Form of Class M-7 Certificate
Exhibit A-13      Form of Class M-8 Certificate
Exhibit A-14      Form of Class M-9 Certificate
Exhibit A-15      Form of Class M-10 Certificate
Exhibit A-16      Form of Class M-11 Certificate
Exhibit A-17      Form of Class M-12 Certificate
Exhibit A-18      Form of Class M-13 Certificate
Exhibit A-19      Form of Class CE Certificate
Exhibit A-20      Form of Class P Certificate
Exhibit A-21      Form of Class R Certificate
Exhibit A-22      Form of Class R-X Certificate
Exhibit B         [Reserved]
Exhibit C         [Reserved]
Exhibit D         Form of Assignment Agreements
Exhibit E         Request for Release
Exhibit F-1       Form of Transferor  Representation Letter and Form of
                  Transferee Representation Letter in Connection with Transfer
                  of the Private Certificates Pursuant to Rule 144A Under
                  the 1933 Act
Exhibit F-2       Form of Transfer  Affidavit and Agreement  and Form of
                  Transferor  Affidavit in Connection  with Transfer of Residual
                  Certificates
Exhibit G         Form of Certification with respect to ERISA and the Code
Exhibit H-1       Form of Certification to be provided by the Depositor with
                  Form 10-K
Exhibit H-2       Form of Certification to be provided to the Depositor by the
                  Trust Administrator
Exhibit H-3       Form of Certification to be provided to the Depositor by the
                  Servicer
Exhibit I         Form of Cap Contract
Exhibit J         Form of Cap Administration
                  Agreement

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule


<PAGE>


     This Pooling and Servicing Agreement, is dated and effective as of
[_______________], among CITIGROUP MORTGAGE LOAN TRUST INC., as Depositor,
[_______________], as Servicer, [_______________], as Trust Administrator, and
[_______________], as Trustee.

                             PRELIMINARY STATEMENT:

     The Depositor intends to sell pass-through certificates to be issued
hereunder in multiple classes, which in the aggregate will evidence the entire
beneficial ownership interest in each REMIC (as defined herein) created
hereunder. The Trust Fund will consist of a segregated pool of assets comprised
of the Mortgage Loans and certain other related assets subject to this
Agreement.


<PAGE>


                                     REMIC I

     As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets (other than any Servicer Prepayment Charge Payment Amounts, the
Net WAC Rate Carryover Reserve Account, the Cap Account and the Cap Contract)
subject to this Agreement as a REMIC for federal income tax purposes, and such
segregated pool of assets will be designated as "REMIC I." The Class R-I
Interest will be the sole class of "residual interests" in REMIC I for purposes
of the REMIC Provisions (as defined herein). The following table irrevocably
sets forth the designation, the REMIC I Remittance Rate, the initial
Uncertificated Balance and, for purposes of satisfying Treasury regulation
Section 1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
Interests will be certificated.

                 REMIC I             Initial
Designation  Remittance Rate  Uncertificated Balance  Maturity Date(1)
-----------  ---------------  ----------------------  ----------------
  I-LTAA           (2)           $   [_________]       [____________]
  I-LTA1           (2)           $   [_________]       [____________]
  I-LTA2A          (2)           $   [_________]       [____________]
  I-LTA2B          (2)           $   [_________]       [____________]
  I-LTA2C          (2)           $   [_________]       [____________]
  I-LTA2D          (2)           $   [_________]       [____________]
  I-LTM1           (2)           $   [_________]       [____________]
  I-LTM2           (2)           $   [_________]       [____________]
  I-LTM3           (2)           $   [_________]       [____________]
  I-LTM4           (2)           $   [_________]       [____________]
  I-LTM5           (2)           $   [_________]       [____________]
  I-LTM6           (2)           $   [_________]       [____________]
  I-LTM7           (2)           $   [_________]       [____________]
  I-LTM8           (2)           $   [_________]       [____________]
  I-LTM9           (2)           $   [_________]       [____________]
  I-LTM10          (2)           $   [_________]       [____________]
  I-LTM11          (2)           $   [_________]       [____________]
  I-LTM12          (2)           $   [_________]       [____________]
  I-LTM13          (2)           $   [_________]       [____________]
  I-LTZZ           (2)           $   [_________]       [____________]
   I-LTP           (2)           $   [_________]       [____________]
 I-LT1SUB          (2)           $   [_________]       [____________]
 I-LT1GRP          (2)           $   [_________]       [____________]
 I-LT2SUB          (2)           $   [_________]       [____________]
 I-LT2GRP          (2)           $   [_________]       [____________]
  I-LTXX           (2)           $   [_________]       [____________]
---------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Distribution Date immediately following the maturity date for the
     Mortgage Loan with the latest maturity date has been designated as the
     "latest possible maturity date" for each REMIC I Regular Interest.
(2)  Calculated in accordance with the definition of "REMIC I Remittance Rate"
     herein.


<PAGE>


                                    REMIC II

     As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the REMIC I Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II." The Class R-II Interest will evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates and the Class CE Interest and the Class P Interest,
which are uncertificated.

<TABLE>
<CAPTION>
                                       Initial Aggregate Certificate      Latest Possible
   Designation     Pass-Through Rate         Principal Balance            Maturity Date(1)
   -----------     -----------------   -----------------------------     -----------------
   <S>                <C>                    <C>                          <C>
    Class A-1         Variable(2)            $   [_________]              [____________]
   Class A-2A         Variable(2)            $   [_________]              [____________]
   Class A-2B         Variable(2)            $   [_________]              [____________]
   Class A-2C         Variable(2)            $   [_________]              [____________]
   Class A-2D         Variable(2)            $   [_________]              [____________]
    Class M-1         Variable(2)            $   [_________]              [____________]
    Class M-2         Variable(2)            $   [_________]              [____________]
    Class M-3         Variable(2)            $   [_________]              [____________]
    Class M-4         Variable(2)            $   [_________]              [____________]
    Class M-5         Variable(2)            $   [_________]              [____________]
    Class M-6         Variable(2)            $   [_________]              [____________]
    Class M-7         Variable(2)            $   [_________]              [____________]
    Class M-8         Variable(2)            $   [_________]              [____________]
    Class M-9         Variable(2)            $   [_________]              [____________]
   Class M-10         Variable(2)            $   [_________]              [____________]
   Class M-11         Variable(2)            $   [_________]              [____________]
   Class M-12         Variable(2)            $   [_________]              [____________]
   Class M-13         Variable(2)            $   [_________]              [____________]
Class CE Interest     Variable(3)            $   [_________]              [____________]
Class P Interest        N/A(4)               $   [_________]              [____________]
</TABLE>

---------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Distribution Date immediately following the maturity date for the
     Mortgage Loans with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class CE Interest will accrue interest at their variable Pass-Through
     Rate on the Notional Amount of the Class CE Interest outstanding from time
     to time which shall equal the aggregate Uncertificated Balance of the REMIC
     I Regular Interests (other than REMIC I Regular Interest I-LTP). The Class
     CE Interest will not accrue interest on their Certificate Principal
     Balance.
(4)  The Class P Interest will not accrue interest.


<PAGE>


                                    REMIC III

     As provided herein, the Trust Administrator will elect to treat the
segregated pool of assets consisting of the Class CE Interest as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III." The Class R-III Interest will evidence the sole class
of "residual interests" in REMIC III for purposes of the REMIC Provisions under
federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated Class
of Certificates.


                                    Initial Aggregate
                                  Certificate Principal   Latest Possible
Designation    Pass-Through Rate         Balance          Maturity Date(1)
------------   -----------------  ---------------------   ----------------
Class CE
Certificates      Variable(2)      $   [_________]         [____________]
---------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Distribution Date immediately following the maturity date for the
     Mortgage Loans with the latest maturity date has been designated as the
     "latest possible maturity date" for the Class CE Certificates.
(2)  The Class CE Certificates will receive [__]% of amounts received in respect
     of the Class CE Interest.


<PAGE>



                                    REMIC IV

                  As provided herein, the Trust Administrator will elect to
treat the segregated pool of assets consisting of the Class P Interest as a
REMIC for federal income tax purposes, and such segregated pool of assets will
be designated as "REMIC IV." The Class R-IV Interest will evidence the sole
class of "residual interests" in REMIC IV for purposes of the REMIC Provisions
under federal income tax law. The following table irrevocably sets forth the
designation, the Pass-Through Rate, the initial aggregate Certificate Principal
Balance and, for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for the indicated
Classes of Certificates.


                                     Initial Aggregate
                                  Certificate Principal   Latest Possible
Designation    Pass-Through Rate         Balance          Maturity Date(1)
------------   -----------------  ---------------------   ----------------
Class CE
Certificates      Variable(2)      $   [_________]         [____________]
---------------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Distribution Date immediately following the maturity date for the
     Mortgage Loans with the latest maturity date has been designated as the
     "latest possible maturity date" for the Class P Certificates.
(2)  The Class P Certificates will receive [__]% of amounts received in respect
     of the Class P Interest.

     As of the Cut-off Date, the Group I Mortgage Loans had an aggregate Stated
Principal Balance equal to $[__________] and the Group II Mortgage Loans had an
aggregate Stated Principal Balance equal to $[__________].

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


<PAGE>


ARTICLE I

                                   DEFINITIONS

SECTION 1.01      Defined Terms.

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

     "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans identified on
the Mortgage Loan Schedule as having a Mortgage Rate that is subject to
adjustment.

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

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

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

     "Allocated Realized Loss Amount": With respect to any Distribution Date and
any Class of Mezzanine Certificates, (x) the sum of (i) any Realized Losses
allocated to such Class of Certificates on such Distribution Date and (ii) the
amount of any Allocated Realized Loss Amount for such Class of Certificates
remaining unpaid from the previous Distribution Date minus (y) the amount of the
increase in the Certificate Principal Balance of such Class due to the receipt
of Subsequent Recoveries as provided in Section 4.01.

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

     "Assignment Agreement": Each of the agreements among the Depositor, the
Seller and the related Originator regarding the transfer of the Mortgage Loans
by the Seller to or at the direction of the Depositor, substantially in the form
of Exhibit D annexed hereto.

     "Available Distribution Amount": With respect to any Distribution Date, an
amount equal to the excess of (i) the sum of (a) the aggregate of the Monthly
Payments due during the Due Period relating to such Distribution Date and
received by the Servicer (or by a Sub-Servicer on their behalf) on or prior to
the related Determination Date, after deduction of the Servicing Fee and the
Credit Risk Manager Fee for such Distribution Date, (b) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, proceeds from repurchases of and
substitutions for Mortgage Loans, Subsequent Recoveries and other unscheduled
payments of principal and interest in respect of the Mortgage Loans or REO
Properties received by the Servicer during the related Prepayment Period, (c)
the aggregate of any amounts on deposit in the Distribution Account representing
Compensating Interest Payments paid by the Servicer in respect of Prepayment
Interest Shortfalls relating to Principal Prepayments that occurred during the
related Prepayment Period, (d) the aggregate of any P&I Advances made by the
Servicer for such Distribution Date and (e) Prepayment Charges received and
Servicer Prepayment Charge Payment Amounts paid in respect of Mortgage Loans
with respect to which a Principal Prepayment occurred during the related
Prepayment Period and any amounts received from the Seller as contemplated in
Section 2.03(b) in respect of any Principal Prepayment that occurred during or
prior to the related Prepayment Period over (ii) the sum of (a) amounts
reimbursable to the Servicer, the Trustee, the Trust Administrator or a
Custodian pursuant to Section 6.03 or Section 8.05 or otherwise payable in
respect of Extraordinary Trust Fund Expenses, (b) amounts in respect of the
items set forth in clauses (i)(a) through (i)(d) above deposited in the
Collection Account or the Distribution Account in respect of the items set forth
in clauses (i)(a) through (i)(d) above in error, (c) without duplication, any
amounts in respect of the items set forth in clauses (i)(a) and (i)(b) permitted
hereunder to be retained by the Servicer or to be withdrawn by the Servicer from
the Collection Account pursuant to Section 3.18.

     "Balloon Mortgage Loan": A fixed-rate Mortgage Loan that provides for the
payment of the unamortized Stated Principal Balance of such Mortgage Loan in a
single payment at the maturity of such fixed-rate Mortgage Loan that is
substantially greater than the preceding monthly payment.

     "Balloon Payment": A payment of the unamortized Stated Principal Balance of
a fixed-rate Mortgage Loan in a single payment at the maturity of such
fixed-rate Mortgage Loan that is substantially greater than the preceding
Monthly Payment.

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

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

     "Book-Entry Certificate": Any Certificate registered in the name of the
Depository or its nominee. Initially, the Book-Entry Certificates will be the
Class A Certificates and 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
banking or savings and loan institutions in the State of New York, the State of
Texas, the State of Missouri, the State of Iowa, the State of Maryland, the
State of California, the State of Arizona, or in the city in which the Corporate
Trust Office of the Trustee or the Corporate Trust Office of the Trust
Administrator is located, are authorized or obligated by law or executive order
to be closed.

     "Cap Account": The account or accounts created and maintained pursuant to
Section 4.08. The Cap Account must be an Eligible Account.

     "Cap Administration Agreement": As defined in Section 4.01.

     "Cap Administrator": [____________].

     "Cap Contract": The cap contract between the Trustee on behalf of the Trust
and the Cap Provider in the form attached hereto as Exhibit I.

     "Cap Provider": [____________]

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

     "Certificate": Any one of the Citigroup Mortgage Loan Trust Inc.,
[____________], Series [____________], issued under this Agreement.

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

     "Certificate Margin": With respect to the Floating Rate Certificates and
for purposes of the Marker Rate and the Maximum I-LTZZ Uncertificated Interest
Deferral Amount, the specified REMIC I Regular Interest as follows:

Class       REMIC I Regular Interest           Certificate Margin
-----       ------------------------           ------------------
                                          (1) (%)           (2) (%)
 A-1                 I-LTA1               [____]%           [____]%
 A-2A               I-LTA2A               [____]%           [____]%
 A-2B               I-LTA2B               [____]%           [____]%
 A-2C               I-LTA2C               [____]%           [____]%
 A-2D               I-LTA2D               [____]%           [____]%
 M-1                 I-LTM1               [____]%           [____]%
 M-2                 I-LTM1               [____]%           [____]%
 M-3                 I-LTM3               [____]%           [____]%
 M-4                 I-LTM4               [____]%           [____]%
 M-5                 I-LTM5               [____]%           [____]%
 M-6                 I-LTM6               [____]%           [____]%
 M-7                 I-LTM7               [____]%           [____]%
 M-8                 I-LTM8               [____]%           [____]%
 M-9                 I-LTM9               [____]%           [____]%
 M-10               I-LTM10               [____]%           [____]%
 M-11               I-LTM11               [____]%           [____]%
 M-12               I-LTM12               [____]%           [____]%
 M-13               I-LTM13               [____]%           [____]%
 ----------
(1)  For each Interest Accrual Period for each Distribution Date on or prior to
     the Optional Termination Date.
(2)  For each other Interest Accrual Period.

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

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

     "Certificate Principal Balance": With respect to each Class A Certificate,
Mezzanine Certificate or Class P Certificate as of any date of determination,
the Certificate Principal Balance of such Certificate on the Distribution Date
immediately prior to such date of determination plus any Subsequent Recoveries
added to the Certificate Principal Balance of such Certificate pursuant to
Section 4.01, minus all distributions allocable to principal made thereon and,
in the case of the Mezzanine Certificates, Realized Losses allocated thereto on
such immediately prior Distribution Date (or, in the case of any date of
determination up to and including the first Distribution Date, the initial
Certificate Principal Balance of such Certificate, as stated on the face
thereof). With respect to the Class CE Certificates as of any date of
determination, an amount equal to the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Uncertificated
Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Class A Certificates, the Mezzanine Certificates and
the Class P Certificates then outstanding.

     "Certificate Register" and "Certificate Registrar": The register maintained
pursuant to Section 5.02. [____________] will act as Certificate Registrar, for
so long as it is Trust Administrator under this Agreement.

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

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

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

     "Class A-2B Certificates": Any one of the Class A-2B Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-3 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class A-2C Certificates": Any one of the Class A-2C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class A-2D Certificates": Any one of the Class A-3C Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-5 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class A Certificates": Collectively, the Class A-1 Certificates, the Class
A-2A Certificates, the Class A-2B Certificates, the Class A-2C Certificates and
the Class A-2D Certificates.

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

     "Class CE Certificate": Any one of the Class CE Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-19 and evidencing a Regular Interest in REMIC
III for purposes of the REMIC Provisions.

     "Class CE Interest": An uncertificated interest in the Trust Fund held by
the Trust Administrator on behalf of the Holders of the Class CE Certificates,
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

     "Class M-1 Certificate": Any one of the Class M-1 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-6 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class 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 immediately prior to such Distribution Date
(after taking into account the distribution 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) approximately
[__]% 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 $[____________].

     "Class M-2 Certificate": Any one of the Class M-2 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-7 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date (after taking into account the distribution 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) approximately
[__]% 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 $[------------].

     "Class M-3 Certificate": Any one of the Class M-3 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-8 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class M-3 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date) and (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
[__]% 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 $[____________].

     "Class M-4 Certificate": Any one of the Class M-4 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-9 and evidencing a Regular Interest in REMIC II
for purposes of the REMIC Provisions.

     "Class M-4 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Class A Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date) and (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date over (y) the lesser of (A) the product of (i) approximately [__]% 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 $[____________].

     "Class M-5 Certificate": Any one of the Class M-5 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-10 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-5 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Senior Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1 Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately [__]% 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 $[____________].

     "Class M-6 Certificate": Any one of the Class M-6 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-11 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-6 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 immediately prior to such Distribution Date
(after taking into account the distributions of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-2 Principal
Distribution Amount on such Distribution Date), (iv) the Certificate Principal
Balance of the Class M-3 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-3 Principal
Distribution Amount on such Distribution Date), (v) the Certificate Principal
Balance of the Class M-4 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates immediately prior to such Distribution
Date (after taking into account the distribution of the Class M-5 Principal
Distribution Amount on such Distribution Date) and (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
[__]% 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 $[____________].

     "Class M-7 Certificate": Any one of the Class M-7 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-12 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-7 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Senior Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1 Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately [__]% 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 $[------------].

     "Class M-8 Certificate": Any one of the Class M-8 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-13 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-8 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Senior Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1 Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date) and (viii) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately [__]% 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 $[____________].

     "Class M-9 Certificate": Any one of the Class M-9 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-14 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-9 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 immediately prior to such Distribution Date
(after taking into account the distribution of the Senior Principal Distribution
Amount on such Distribution Date), (ii) the Certificate Principal Balance of the
Class M-1 Certificates immediately prior to such Distribution Date (after taking
into account the distribution of the Class M-1 Principal Distribution Amount on
such Distribution Date), (iii) the Certificate Principal Balance of the Class
M-2 Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-2 Principal Distribution Amount on such
Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-4 Principal Distribution Amount on such
Distribution Date), (vi) the Certificate Principal Balance of the Class M-5
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-5 Principal Distribution Amount on such
Distribution Date), (vii) the Certificate Principal Balance of the Class M-6
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-7 Principal Distribution Amount on such
Distribution Date), (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date (after taking into
account the distribution of the Class M-8 Principal Distribution Amount on such
Distribution Date) and (x) the Certificate Principal Balance of the Class M-9
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately [__]% 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 $[____________].

     "Class M-10 Certificate": Any one of the Class M-10 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-15 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-10 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 immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) and (xi) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% 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 $[____________].

     "Class M-11 Certificate": Any one of the Class M-11 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-16 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-11 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 immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-10
Principal Distribution Amount on such Distribution Date) and (xii) the
Certificate Principal Balance of the Class M-11 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% 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 $[____________].

     "Class M-12 Certificate": Any one of the Class M-12 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-17 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-12 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 immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-10
Principal Distribution Amount on such Distribution Date), (xii) the Certificate
Principal Balance of the Class M-11 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date) and (xiii) the
Certificate Principal Balance of the Class M-12 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% 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 $[------------].

     "Class M-13 Certificate": Any one of the Class M-13 Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-18 and evidencing a Regular Interest in REMIC
II for purposes of the REMIC Provisions.

     "Class M-13 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 immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-10
Principal Distribution Amount on such Distribution Date), (xii) the Certificate
Principal Balance of the Class M-11 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
Principal Balance of the Class M-12 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-12
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-13 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% 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 $[____________].

     "Class P Certificate": Any one of the Class P Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-20 and evidencing a Regular Interest in REMIC
IV for purposes of the REMIC Provisions.

     "Class P Interest": An uncertificated interest in the Trust Fund held by
the Trust Administrator on behalf of the Holders of the Class P Certificates,
evidencing a Regular Interest in REMIC II for purposes of the REMIC Provisions.

     "Class R Certificate": Any one of the Class R Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-21 and evidencing the ownership of the Class
R-I Interest and the Class R-II Interest.

     "Class R-X Certificate": Any one of the Class R-X Certificates executed,
authenticated and delivered by the Trust Administrator, substantially in the
form annexed hereto as Exhibit A-22 and evidencing the ownership of the Class
R-III Interest and the Class R-IV Interest.

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

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

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

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

     "Closing Date": [____________].

     "Code": The Internal Revenue Code of 1986, as amended.

     "Collection Account": The account or accounts created and maintained by the
Servicer pursuant to Section 3.10(a), which shall be entitled "[____________],
as servicer for [____________], as Trustee, in trust for the registered holders
of Citigroup Mortgage Loan Trust, [____________], Series [____________]," and
which must be an Eligible Account.

     "Commission": The Securities and Exchange Commission.

     "Compensating Interest Payment": With respect to any Distribution Date and
the Mortgage Loans for which a Principal Prepayment in full or in part was
received during the related Prepayment Period, an amount equal to the lesser of
(A) the aggregate of the Prepayment Interest Shortfalls for the related
Distribution Date and (B) the aggregate Servicing Fee received in the related
Due Period.

     "Corresponding Certificate": With respect to each REMIC I Regular Interest,
the Class of Regular Certificates listed below:

       REMIC I Regular Interest             Class
       ------------------------           ----------
                I-LTA1                    Class A-1
               I-LTA2A                    Class A-2A
               I-LTA2B                    Class A-2B
               I-LTA2C                    Class A-2C
               I-LTA2D                    Class A-2D
                I-LTM1                    Class M-1
                I-LTM2                    Class M-2
                I-LTM3                    Class M-3
                I-LTM4                    Class M-4
                I-LTM5                    Class M-5
                I-LTM6                    Class M-6
                I-LTM7                    Class M-7
                I-LTM8                    Class M-8
                I-LTM9                    Class M-9
               I-LTM10                    Class M-10
               I-LTM11                    Class M-11
               I-LTM12                    Class M-12
               I-LTM13                    Class M-13
                I-LTP                      Class P

     "Corporate Trust Office": The principal corporate trust office of the
Trustee or the Trust Administrator at which at any particular time its corporate
trust business in connection with this Agreement shall be administered, which
office, with respect to the Trust Administrator, at the date of the execution of
this instrument is located at 388 Greenwich, 14th Floor, New York New York
10013, or such other address as the Trust Administrator may designate from time
to time by notice to the Certificateholders, the Depositor, the Servicer and the
Trustee and, with respect to the Trustee, at the date of the execution of this
instrument is located at [____________], Attention: [____________], or such
other address as the Trustee may designate from time to time by notice to the
Certificateholders, the Depositor, the Servicer and the Trust Administrator.


     "Credit Risk Manager": [____________], a [____________] corporation, and
its successors and assigns.

     "Credit Risk Management Agreement": The agreement, dated as of the Closing
Date, between the Credit Risk Manager and the Servicer, regarding the loss
mitigation and advisory services to be provided by the Credit Risk Manager.

     "Credit Risk Manager Fee": With respect to any Distribution Date, an amount
equal to the Credit Risk Manager Fee Rate accrued for one month on the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Due Period.

     "Credit Risk Manager Fee Rate": [__]% per annum.

     "Cumulative Realized Loss Percentage": The aggregate amount of Realized
Losses incurred since the Cut-off Date through the last day of the related Due
Period (after reduction for all Subsequent Recoveries received from the Cut-off
Date through the Prepayment Period) divided by the aggregate principal balance
of the Mortgage Loans as of the Cut-off Date.

     "Custodian": A document custodian appointed by the Trustee to perform (or
in the case of the related initial Custodian otherwise engaged to perform)
custodial duties with respect to the Mortgage Files. The initial Custodian is
[___________]. A Custodian may be the Trustee, any Affiliate of the Trustee or
an independent entity.

     "Custodial Agreement": An agreement pursuant to which a Custodian performs
custodial duties with respect to the Mortgage Files. With respect to the related
initial Custodian, the applicable agreement pursuant to which the related
initial Custodian performs its custodial duties with respect to the Mortgage
Files.

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

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

     "Deficient Valuation": With respect to any Mortgage Loan, a valuation of
the related Mortgaged Property by a court of competent jurisdiction in an amount
less than the then outstanding Stated Principal Balance of the Mortgage Loan,
which valuation results from a proceeding initiated under the Bankruptcy Code.

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

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

     "Delinquency Percentage": As of the last day of the related Due Period, the
percentage equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of the Mortgage Loans that, as of the last day of the
previous calendar month, are 60 or more days delinquent, are in foreclosure,
have been converted to REO Properties or in bankruptcy (and delinquent 60 days
or more), 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.

     "Depositor": Citigroup Mortgage Loan Trust Inc., a Delaware corporation, or
its successor in interest.

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

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

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

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

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

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

     "Distribution Account": The trust account or accounts created and
maintained by the Trust Administrator pursuant to Section 3.10(b) which shall be
entitled "[___________], as Trust Administrator for [___________] as Trustee, in
trust for the registered holders of Citigroup Mortgage Loan Trust Inc.,
[___________], Series [___________]." The Distribution Account must be an
Eligible Account.

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

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

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

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

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

     "Eligible Account": Any of (i) an account or accounts maintained with a
Depository Institution, (ii) an account or accounts the deposits in which are
fully insured by the FDIC, (iii) a trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity or (iv) an account
otherwise acceptable to each Rating Agency without reduction or withdrawal of
their then current ratings of the Certificates as evidenced by a letter from
each Rating Agency to the Trustee and Trust Administrator. Eligible Accounts may
bear interest.

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

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

     "Excess Overcollateralized Amount": With respect to the Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the
excess, if any, of (i) the Overcollateralized Amount for such Distribution Date
(calculated for this purpose only after assuming that [__]% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

     "Expense Adjusted Maximum Mortgage Rate": With respect to any Mortgage Loan
(or the related REO Property) as of any date of determination, a per annum rate
of interest equal to the then applicable Maximum Mortgage Rate (or Mortgage
Rate, in the case of any fixed-rate Mortgage Loan) for such Mortgage Loan minus
the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
Rate.

     "Expense Adjusted Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus
the sum of the (i) the Servicing Fee Rate and (ii) the Credit Risk Manager Fee
Rate.

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

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

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

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

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

     "Floating Rate Certificates": The Class A Certificates and the Mezzanine
Certificates.

     "Formula Rate": With respect to any Distribution Date and each Class of
Floating Rate Certificates, the lesser of (i) One-Month LIBOR plus the related
Certificate Margin and (ii) the related Maximum Cap Rate.

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

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

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

     "Group I Certificates": The Class A-1 Certificates.

     "Group I Interest Remittance Amount": For any Distribution Date, that
portion of the Available Distribution Amount for the related Distribution Date
that represents interest received or advanced on the Group I Mortgage Loans and
Compensating Interest Payments on the Group I Mortgage Loans (net of Servicing
Fees and Credit Risk Manager Fees).

     "Group I Mortgage Loan": A Mortgage Loan assigned to Loan Group I. All
Group I Mortgage Loans have a principal balance at origination that conforms to
Freddie Mac loan limits.

     "Group I Principal Distribution Amount": With respect to any Distribution
Date, the sum of (i) the principal portion of each Monthly Payment due on the
Group I Mortgage Loans during the related Due Period, whether or not received on
or prior to the related Determination Date; (ii) the Stated Principal Balance of
any Group I Mortgage Loan that was purchased during the related Prepayment
Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the
amount of any shortfall deposited in the Collection Account in connection with
the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group I Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Servicer pursuant to Section 4.03
in respect of a preceding Distribution Date and (iv) the Group I Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group I Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the Principal
Distribution Amount with respect to any Distribution Date be (x) less than zero
or (y) greater than the then outstanding aggregate Certificate Principal Balance
of the Floating Rate Certificates.

     "Group I Principal Remittance Amount": For any Distribution Date, that
portion of the Available Distribution Amount equal to the sum of the amounts set
forth in (i) through (iii) of the definition of Group I Principal Distribution
Amount.

     "Group I Senior Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group I Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) approximately [__]% and (ii) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $[___________].

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

     "Group II Certificates": The Class A-2A, Class A-2B, Class A-2C and Class
A-2D Certificates.

     "Group II Interest Remittance Amount": For any Distribution Date, that
portion of the Available Distribution Amount for the related Distribution Date
that represents interest received or advanced on the Group II Mortgage Loans and
Compensating Interest Payments on the Group II Mortgage Loans (net of Servicing
Fees and Credit Risk Manager Fees).

     "Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group II. All
Group II Mortgage Loans have a principal balance at origination that may or may
not conform to Freddie Mac loan limits.

     "Group II Principal Distribution Amount": With respect to any Distribution
Date, the sum of (i) the principal portion of each Monthly Payment due on the
Group II Mortgage Loans during the related Due Period, whether or not received
on or prior to the related Determination Date; (ii) the Stated Principal Balance
of any Group II Mortgage Loan that was purchased during the related Prepayment
Period pursuant to or as contemplated by Section 2.03 or Section 9.01 and the
amount of any shortfall deposited in the Collection Account in connection with
the substitution of a Deleted Mortgage Loan pursuant to Section 2.03 during the
related Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries and REO Principal
Amortization) received on the Group II Mortgage Loans during the related
Prepayment Period, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Servicer pursuant to Section 4.03
in respect of a preceding Distribution Date and (iv) the Group II Allocation
Percentage of any Overcollateralization Increase Amount for such Distribution
Date minus (v) the Group II Allocation Percentage of any Overcollateralization
Reduction Amount for such Distribution Date. In no event will the Principal
Distribution Amount with respect to any Distribution Date be (x) less than zero
or (y) greater than the then outstanding aggregate Certificate Principal Balance
of the Floating Rate Certificates.

     "Group II Principal Remittance Amount": For any Distribution Date, that
portion of the Available Distribution Amount equal to the sum of the amounts set
forth in (i) through (iii) of the definition of Group II Principal Distribution
Amount.

     "Group II Senior Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the aggregate Certificate Principal Balance
of the Group II Certificates immediately prior to such Distribution Date over
(y) the lesser of (A) the product of (i) approximately [__]% and (ii) the
aggregate Stated Principal Balance of the Group II Mortgage Loans as of the last
day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced,
and unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $[___________].

     "Highest Priority": As of any date of determination, the Class of Mezzanine
Certificates then outstanding with a Certificate Principal Balance greater than
zero, with the highest priority for payments pursuant to Section 4.01, in the
following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and
Class M-13 Certificates.

     "Indenture": An indenture relating to the issuance of notes secured by the
Class CE Certificates, the Class P Certificates and/or the Residual Certificates
(or any portion thereof).

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

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

     "Index": With respect to each Adjustable-Rate Mortgage Loan and each
related Adjustment Date, the index specified in the related Mortgage Note.

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

     "Interest Accrual Period": With respect to any Distribution Date and the
Floating Rate Certificates, the period commencing on the Distribution Date of
the month immediately preceding the month in which such Distribution Date occurs
(or, in the case of the first Distribution Date, commencing on the Closing Date)
and ending on the day preceding such Distribution Date. With respect to any
Distribution Date and the Class CE Certificates and the REMIC Regular Interests,
the one-month period ending on the last day of the calendar month preceding the
month in which such Distribution Date occurs.

     "Interest Carry Forward Amount": With respect to any Distribution Date and
the Class A Certificates or the Mezzanine Certificates, the sum of (i) the
amount, if any, by which (a) the Interest Distribution Amount for such Class of
Certificates as of the immediately preceding Distribution Date exceeded (b) the
actual amount distributed on such Class of Certificates in respect of interest
on such immediately preceding Distribution Date, (ii) the amount of any Interest
Carry Forward Amount for such Class of Certificates remaining unpaid from the
previous Distribution Date and (iii) accrued interest on the sum of (i) and (ii)
above calculated at the related Pass-Through Rate for the most recently ended
Interest Accrual Period.

     "Interest Determination Date": With respect to the Floating Rate
Certificates and for purposes of the definition of Marker Rate and Maximum
I-LTZZ Uncertificated Interest Deferral Amount, REMIC I Regular Interest I-LTA1,
REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I
Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular
Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and
REMIC I Regular Interest I-LTM13, and any Interest Accrual Period therefor, the
second London Business Day preceding the commencement of such Interest Accrual
Period.

     "Interest Distribution Amount": With respect to any Floating Rate
Certificate and the Class CE Certificates and each Distribution Date, interest
accrued during the related Interest Accrual Period at the Pass-Through Rate for
such Certificate for such Distribution Date on the Certificate Principal
Balance, in the case of the Floating Rate Certificates, or on the Notional
Amount, in the case of the Class CE Certificates, of such Certificate
immediately prior to such Distribution Date. The Class P Certificates are not
entitled to distributions in respect of interest and, accordingly, shall not
accrue interest. All distributions of interest on the Floating Rate Certificates
shall be calculated on the basis of a 360-day year and the actual number of days
in the applicable Interest Accrual Period. All distributions of interest on the
Class CE Certificates shall be based on a 360-day year consisting of twelve
30-day months. The Interest Distribution Amount with respect to each
Distribution Date, as to any Floating Rate Certificate or the Class CE
Certificates, shall be reduced by an amount equal to the portion allocable to
such Certificate pursuant to Section 1.02 hereof of the sum of (a) the aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date to the extent
not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of
any Relief Act Interest Shortfall, if any, for such Distribution Date.

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

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

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

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

     "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 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.

     "London Business Day": Any day on which banks in the City of London and New
York are open and conducting transactions in United States dollars.

     "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 REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular
Interest I-LTM13 and REMIC I Regular Interest I-LTZZ, with the rate on each such
REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to
a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate
Margin for the related Corresponding Certificate and (ii) the related Net WAC
Pass-Through Rate for the related Corresponding Certificate for the purpose of
this calculation for such Distribution Date and with the rate on REMIC I Regular
Interest I-LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, each such cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.

     "Master Agreement": Any of the Master Mortgage Loan Purchase and Interim
Servicing Agreements between an Originator and the Seller.

     "Maximum Cap Rate": For any Distribution Date with respect to the Group I
Certificates, the sum of (A) a per annum rate equal to the product of (x) the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group
I Mortgage Loans, weighted on the basis of the outstanding Stated Principal
Balances of the Group I Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date (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) a fraction, the numerator of which is the
actual number of days elapsed in the related Interest Accrual Period and the
denominator of which is 30 and (B) a per annum rate equal to the product of (x)
the payment made by the Cap Provider divided by the aggregate Stated Principal
Balance of the Mortgage Loans and (y) 12.

     For any Distribution Date with respect to the Group II Certificates, the
sum of (A) a per annum rate equal to the product of (x) the weighted average of
the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage Loans,
weighted on the basis of the outstanding Stated Principal Balances of the Group
II Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (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) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period and (B) a per annum rate equal to the product of (x) the payment made by
the Cap Provider divided by the aggregate Stated Principal Balance of the
Mortgage Loans and (y) 12.

     For any Distribution Date with respect to the Mezzanine Certificates, a per
annum rate equal to the weighted average (weighted on the basis of the results
of subtracting from the aggregate Stated Principal Balance of the applicable
Loan Group, the current Certificate Principal Balance of the related Class A
Certificates) of the weighted average of the Maximum Cap Rate for the Group I
Mortgage Loans and the Group II Mortgage Loans, in each case, weighted on the
basis of the outstanding Stated Principal Balances of the related Mortgage Loans
as of the first day of the month preceding the month of such Distribution Date
(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).

     "Maximum I-LTZZ Uncertificated Interest Deferral Amount": With respect to
any Distribution Date, the excess of (i) accrued interest at the REMIC I
Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
Distribution Date on a balance equal to the Uncertificated Balance of REMIC I
Regular Interest I-LTZZ minus the REMIC I Overcollateralized Amount, in each
case for such Distribution Date, over (ii) Uncertificated Interest on REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular
Interest I-LTM12 and REMIC I Regular Interest I-LTM13 for such Distribution
Date, with the rate on each such REMIC I Regular Interest subject to a cap equal
to the lesser of (i) One-Month LIBOR plus the related Certificate Margin for the
related Corresponding Certificate and (ii) the related Net WAC Pass-Through Rate
for the related Corresponding Certificate; provided, however, each cap shall be
multiplied by a fraction, the numerator of which is the actual number of days
elapsed in the related Interest Accrual Period and the denominator of which is
30.

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

     "MERS": Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

     "MERS System": The system of recording transfers of Mortgages
electronically maintained by MERS.

     "Mezzanine Certificates": Collectively, the Class M-1 Certificates, the
Class M-2 Certificates, the Class M-3 Certificates, the Class M-4 Certificates,
Class M-5 Certificates, the Class M-6 Certificates, the Class M-7 Certificates,
the Class M-8 Certificates, the Class M-9 Certificates, the Class M-10
Certificates, the Class M-11 Certificates, the Class M-12 Certificates and the
Class M-13 Certificates.

     "MIN": The Mortgage Identification Number for Mortgage Loans registered
with MERS on the MERS System.

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

     "MOM Loan": With respect to any Mortgage Loans registered with MERS on the
MERS(R) System, MERS acting as the mortgagee of such Mortgage Loan, solely as
nominee for the originator of such Mortgage Loan and its successors and assigns,
at the origination thereof.

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

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

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

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

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

     "Mortgage Loan Remittance Rate": With respect to any Mortgage Loan or REO
Property, as of any date of determination, the then applicable Mortgage Rate in
respect thereof net of the Servicing Fee Rate.

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

     (i)  the Mortgage Loan identifying number;

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

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

     (iv) the original months to maturity;

     (v)  the original date of the mortgage;

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

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

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

     (ix) the stated maturity date;

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

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

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

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

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

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

     (xvi) a code indicating the documentation style (i.e., full, alternative or
reduced);

     (xvii) the Value of the Mortgaged Property;

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

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

     (xx) the Servicing Fee Rate;

     (xxi) the term of the Prepayment Charge , if any;

     (xxii) the percentage of the principal balance covered by lender paid
mortgage insurance, if any; and

     (xxiii) with respect to each Adjustable-Rate Mortgage Loan, the Adjustment
Dates, the Gross Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate,
the Periodic Rate Cap, the maximum first Adjustment Date Mortgage Rate
adjustment, the first Adjustment Date immediately following the origination date
and the rounding code (i.e., nearest [___]%, next highest [___]%).

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

     "Mortgage Note": The original executed note or other evidence of the
indebtedness of a Mortgagor under a Mortgage Loan.

     "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, without regard to any
reduction thereof as a result of a Debt Service Reduction or operation of the
Relief Act, which rate (i) with respect to each fixed-rate Mortgage Loan shall
remain constant at the rate set forth in the Mortgage Loan Schedule as the
Mortgage Rate in effect immediately following the Cut-off Date and (ii) with
respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of
determination until the first Adjustment Date following the Cut-off Date shall
be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in
effect immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date equal to the sum, rounded as provided in the Mortgage Note, of
the Index, as published as of a date prior to the Adjustment Date as set forth
in the related Mortgage Note, plus the related Gross Margin; provided that the
Mortgage Rate on such Adjustable-Rate Mortgage Loan on any Adjustment Date shall
never be more than the lesser of (i) the sum of the Mortgage Rate in effect
immediately prior to the Adjustment Date plus the related Periodic Rate Cap, if
any, and (ii) the related Maximum Mortgage Rate, and shall never be less than
the greater of (i) the Mortgage Rate in effect immediately prior to the
Adjustment Date less the Periodic Rate Cap, if any, and (ii) the related Minimum
Mortgage Rate. With respect to each Mortgage Loan that becomes an REO Property,
as of any date of determination, the annual rate determined in accordance with
the immediately preceding sentence as of the date such Mortgage Loan became an
REO Property.

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

     "Mortgagor": The obligor on a Mortgage Note.

     "Net Monthly Excess Cashflow": With respect to any Distribution Date, the
sum of (i) any Overcollateralization Reduction Amount and (ii) the excess of (x)
the Available Distribution Amount for such Distribution Date over (y) the sum
for such Distribution Date of (A) the Senior Interest Distribution Amounts
distributable to the holders of the Class A Certificates and the Interest
Distribution Amounts distributable to the holders of the Mezzanine Certificates
and (B) the Principal Remittance Amount.

     "Net WAC Pass-Through Rate": For any Distribution Date with respect to the
Group I Certificates, a per annum rate equal to the product of (x) the weighted
average of the Expense Adjusted Net Mortgage Rates of the Group I Mortgage
Loans, weighted on the basis of the outstanding Stated Principal Balances of the
Group I Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (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) a fraction, the numerator of which is 30 and the denominator of
which is the actual number of days elapsed in the related Interest Accrual
Period. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rate on
REMIC I Regular Interest I-LT1GRP, weighted on the basis of the Uncertificated
Balance of such REMIC I Regular Interest.

     For any Distribution Date with respect to the Group II Certificates, a per
annum rate equal to the product of (x) the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans, weighted on the
basis of the outstanding Stated Principal Balances of the Group II Mortgage
Loans as of the first day of the month preceding the month of such Distribution
Date (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)
a fraction, the numerator of which is 30 and the denominator of which is the
actual number of days elapsed in the related Interest Accrual Period. For
federal income tax purposes, the economic equivalent of such rate shall be
expressed as the weighted average of the REMIC I Remittance Rate on REMIC I
Regular Interest I-LT2GRP, weighted on the basis of the Uncertificated Balance
of such REMIC I Regular Interest.

     For any Distribution Date with respect to the Mezzanine Certificates, a per
annum rate equal to the weighted average (weighted on the basis of the results
of subtracting from the aggregate Stated Principal Balance of the applicable
Loan Group, the Certificate Principal Balance of the related Class A
Certificates) of (i) the weighted average of the Net WAC Pass-Through Rate for
the Group I Mortgage Loans as of the first day of the month preceding the month
of such Distribution Date (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) the weighted average of the Net WAC Pass-Through Rate for the
Group II Mortgage Loans as of the first day of the month preceding the month of
such Distribution Date (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. For federal income tax purposes, the economic equivalent of such rate
shall be expressed as the weighted average of the REMIC I Remittance Rates on
(a) REMIC I Regular Interest I-LT1SUB, subject to a cap and a floor equal to the
weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans and (b) REMIC I Regular Interest I-LT2SUB, subject to a cap and a
floor equal to the weighted average of the Expense Adjusted Net Mortgage Rates
of the Group II Mortgage Loans, weighted on the basis of the Uncertificated
Balance of each such REMIC I Regular Interest.

     "Net WAC Rate Carryover Reserve Account": The Net WAC Rate Carryover
Reserve Account established and maintained pursuant to Section 4.06.

     "Net WAC Rate Carryover Amount": With respect to any Distribution Date and
any Class of Floating Rate Certificates, the sum of (A) the positive excess, if
any, of (i) the amount of interest that would have accrued on such Class of
Certificates for such Distribution Date if the Pass-Through Rate for such Class
of Certificates for such Distribution Date were calculated at the related
Formula Rate over (ii) the amount of interest accrued on such Class of
Certificates at the Net WAC Pass-Through Rate for such Distribution Date and (B)
the related Net WAC Rate Carryover Amount for the previous Distribution Date not
previously distributed together with interest accrued on such unpaid amount for
the most recently ended Interest Accrual Period at the Formula Rate for such
Class of Certificates and such Distribution Date.

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

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

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

     "Notional Amount": With respect to the Class CE Interest and any
Distribution Date, the aggregate Uncertificated Balance of the REMIC I Regular
Interests (other than REMIC I Regular Interest I-LTP and REMIC I Regular
Interest I-LTXX) for such Distribution Date.

     "Officers' Certificate": A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President or a vice president (however
denominated), and by the Treasurer, the Secretary, or one of the assistant
treasurers or assistant secretaries of the Servicer, the Seller or the
Depositor, as applicable.

     "One-Month LIBOR": With respect to the Class A-1 Certificates and for
purposes of the Marker Rate and Maximum I-LTZZ Uncertificated Interest Deferral
Amount, REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular
Interest I-LTM13, and any Interest Accrual Period therefor, the rate determined
by the Trust Administrator on the related Interest Determination Date on the
basis of the offered rate for one-month U.S. dollar deposits, as such rate
appears on Telerate Page 3750, Bloomberg Page BBAM or another page of these or
any other financial reporting service in general use in the financial services
industry, as of 11:00 a.m. (London time) on such Interest Determination Date;
provided that if such rate does not appear on Telerate Page 3750, the rate for
such date will be determined on the basis of the offered rates of the Reference
Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such
Interest Determination Date. In such event, the Trust Administrator will request
the principal London office of each of the Reference Banks to provide a
quotation of its rate. If on such Interest Determination Date, two or more
Reference Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of 1/16%). If on
such Interest Determination Date, fewer than two Reference Banks provide such
offered quotations, One-Month LIBOR for the related Interest Accrual Period
shall be the higher of (i) LIBOR as determined on the previous Interest
Determination Date and (ii) the Reserve Interest Rate. Notwithstanding the
foregoing, if, under the priorities described above, LIBOR for an Interest
Determination Date would be based on LIBOR for the previous Interest
Determination Date for the third consecutive Interest Determination Date, the
Trust Administrator, after consultation with the Depositor, shall select an
alternative comparable index (over which the Trust Administrator has no
control), used for determining one-month Eurodollar lending rates that is
calculated and published (or otherwise made available) by an independent party.

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

     "Optional Termination Date": The Determination Date on which the aggregate
Stated Principal Balance of the Mortgage Loans and each REO Property remaining
in the Trust Fund is less than [__]% of the aggregate Stated Principal Balance
of the Mortgage Loans as of the Cut-off Date.

     "Original Mortgage Loan": Any Mortgage Loans included in Trust Fund as of
the Closing Date.

     "Originator": Each of [____________________].

     "Overcollateralization Deficiency Amount": With respect to any Distribution
Date, the excess, if any, of (a) the Overcollateralization Target Amount
applicable to such Distribution Date over (b) the Overcollateralized Amount
applicable to such Distribution Date (calculated for this purpose only after
assuming that [__]% of the Principal Remittance Amount on such Distribution Date
has been distributed).

     "Overcollateralization Increase Amount": With respect to any Distribution
Date, the lesser of (a) the sum of (i) the Net Monthly Excess Cashflow for such
Distribution Date and (ii) any amounts received under the Cap Contract for this
purpose and (b) the Overcollateralization Deficiency Amount for such
Distribution Date (calculated for this purpose only after assuming that [__]% of
the Principal Remittance Amount on such Distribution Date has been distributed).

     "Overcollateralization Reduction Amount": With respect to any Distribution
Date, an amount equal to the lesser of (a) the Principal Remittance Amount for
such Distribution Date and (b) the Excess Overcollateralized Amount.

     "Overcollateralization Target Amount": With respect to any Distribution
Date, (i) prior to the Stepdown Date, an amount equal to [__]% of the aggregate
outstanding Stated Principal Balance of the Mortgage Loans as of the Cut-off
Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in
effect, the greater of (x) [__]% of the then current aggregate outstanding
Stated Principal Balance of the Mortgage Loans as of the last day of the related
Due Period and (y) [__]% of the aggregate principal balance of the mortgage
loans as of the Cut-off Date, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Distribution Date. Notwithstanding the foregoing, on and
after any Distribution Date following the reduction of the aggregate Certificate
Principal Balance of the Class A Certificates and the Mezzanine Certificates to
zero, the Overcollateralization Target Amount shall be zero.

     "Overcollateralized Amount": With respect to any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage
Loans and REO Properties 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) over (b) the sum of the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates after giving effect to
distributions to be made on such Distribution Date.

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

     "Pass-Through Rate": With respect to the Floating Rate Certificates and any
Distribution Date, the lesser of (x) the related Formula Rate for such
Distribution Date and (y) the related Net WAC Pass-Through Rate for such
Distribution Date.

     With respect to the Class CE Interest and any Distribution Date, a per
annum rate equal to the percentage equivalent of a fraction, the numerator of
which is (x) the sum of (i) [__]% of the interest on REMIC I Regular Interest
I-LTP and [__]% of the interest on REMIC I Regular Interest I-LTX and (ii)
interest on the Uncertificated Principal Balance of each REMIC I Regular
Interest listed in clause (y) below at a rate equal to the related REMIC I
Remittance Rate minus the Marker Rate and the denominator of which is (y) the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular
Interest I-LTM13 and REMIC I Regular Interest I-LTZZ. With respect to the Class
CE Certificates, [__]% of the interest distributable to the Class CE Interest,
expressed as a per annum rate.

     "Percentage Interest": With respect to any Class of Certificates (other
than the Residual Certificates), the portion of the respective Class evidenced
by such Certificate, 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 initial aggregate Certificate
Principal Balance or Notional Amount of all of the Certificates of such Class.
The Class A Certificates and the Mezzanine Certificates are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $[____] and integral multiples of $[____] in excess
thereof. The Class P Certificates are issuable only in Percentage Interests
corresponding to initial Certificate Principal Balances of $[__] and integral
multiples thereof. The Class CE Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $[____] and integral multiples of $[____] in excess thereof;
provided, however, that a single Certificate of each such Class of Certificates
may be issued having a Percentage Interest corresponding to the remainder of the
aggregate initial Certificate Principal Balance or Notional Amount of such Class
or to an otherwise authorized denomination for such Class plus such remainder.
With respect to any Residual Certificate, the undivided percentage ownership in
such Class evidenced by such Certificate, as set forth on the face of such
Certificate. The Residual Certificates are issuable in Percentage Interests of
[__]% and multiples thereof.

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

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

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

          (ii) demand and time deposits in, certificates of deposit of, or
     bankers' acceptances (which shall each have an original maturity of not
     more than 90 days and, in the case of bankers' acceptances, shall in no
     event have an original maturity of more than 365 days or a remaining
     maturity of more than 30 days) denominated in United States dollars and
     issued by, any Depository Institution;

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

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

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

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

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

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

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

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

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

     "Plan": Any employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA or Section 4975 of the Code.

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

     "Prepayment Charge": With respect to any Prepayment Period, any prepayment
premium, penalty or charge payable by a Mortgagor in connection with any
Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any 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). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:

          (i) the Mortgage Loan identifying number;

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

          (iii) the 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 Stated Principal Balance of the related Mortgage
     Loan; and

          (vi) the Stated Principal Balance of the related Mortgage Loan as of
     the Cut-off Date.

     "Prepayment Interest Excess": With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment in full during
the portion of the related Prepayment Period occurring between the first day of
the calendar month in which such Distribution Date occurs and the 15th day of
the calendar month in which such Distribution Date occurs, an amount equal to
interest (to the extent received) at the applicable Mortgage Rate (less the
Servicing Fee) 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.

     "Prepayment Interest Shortfall": With respect to any Distribution Date, for
each Mortgage Loan that was during the related Prepayment Period the subject of
a Principal Prepayment in full or in part occurring between the first day of the
related Prepayment Period and the last day of the calendar month preceding the
calendar month in which such Distribution Date occurs, an amount equal to
interest at the applicable Mortgage Loan Remittance Rate on the amount of such
Principal Prepayment for the number of days commencing on the date on which the
prepayment is applied and ending on the last day of the calendar month preceding
the calendar month in which such Distribution Date occurs. The obligations of
the Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 3.24.

     "Prepayment Period": With respect to each Distribution Date, the period
commencing on the 16th day of the month preceding the month in which such
Distribution Date falls (or, in the case of the first Distribution Date,
commencing [_____________]) and ending on the 15th day of the calendar month in
which such Distribution Date occurs.

     "Prime Rate": The lesser of (i) the per annum rate of interest, publicly
announced from time to time by [_____________] at its principal office in
[_____________], as its prime or base lending rate (any change in such rate of
interest to be effective on the date such change is announced by
[_____________]) and (ii) the maximum rate permissible under applicable usury or
similar laws limiting interest rates.

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

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

     "Private Certificates": Any of the Class A-1, Class M-11, Class M-12, Class
M-13, Class CE, Class P or Residual Certificates.

     "Prospectus Supplement": The Prospectus Supplement, dated [_____________],
relating to the public offering of the Group II Certificates and the Mezzanine
Certificates (other than the Class M-11, Class M-12 and Class M-13
Certificates).

     "Purchase Price": With respect to any Mortgage Loan or REO Property to be
purchased by the Seller pursuant to or as contemplated by Section 2.03 or
Section 9.01, and as confirmed by an Officers' Certificate from the party
purchasing the Mortgage Loan to the Trustee and the Trust Administrator, an
amount equal to the sum of: (i) [__]% of the Stated Principal Balance thereof as
of the date of purchase (or such other price as provided in Section 9.01), (ii)
in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
Balance at the applicable Mortgage Loan Remittance Rate in effect from time to
time from the Due Date as to which interest was last covered by a payment by the
Mortgagor or an advance by the Servicer, which payment or advance had as of the
date of purchase been distributed pursuant to Section 4.01, through the end of
the calendar month in which the purchase is to be effected, and (y) an REO
Property, the sum of (1) accrued interest on such Stated Principal Balance at
the applicable Mortgage Loan Remittance Rate in effect from time to time from
the Due Date as to which interest was last covered by a payment by the Mortgagor
or an advance by the Servicer through the end of the calendar month immediately
preceding the calendar month in which such REO Property was acquired, plus (2)
REO Imputed Interest for such REO Property for each calendar month commencing
with the calendar month in which such REO Property was acquired and ending with
the calendar month in which such purchase is to be effected, minus the total of
all net rental income, Insurance Proceeds, Liquidation Proceeds and P&I Advances
that as of the date of purchase had been distributed as or to cover REO Imputed
Interest pursuant to Section 4.01; (iii) any unreimbursed Servicing Advances and
P&I Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or
REO Property; (iv) any amounts previously withdrawn from the Collection Account
in respect of such Mortgage Loan or REO Property pursuant to Sections
3.11(a)(ix) and Section 3.16(b); and (v) in the case of a Mortgage Loan required
to be purchased pursuant to Section 2.03, expenses incurred or to be incurred by
the Trust Fund in respect of the breach or defect giving rise to the purchase
obligation including any costs and damages incurred by the Trust Fund in
connection with any violation of any predatory or abusive lending law with
respect to the related Mortgage Loan. With respect to any Mortgage Loan or REO
Property to be purchased by an Originator pursuant to or as contemplated by
Section 2.03 or Section 9.01, and as confirmed by an Officers' Certificate from
the related Originator to the Trustee and the Trust Administrator, an amount
equal to the amount set forth pursuant to the terms of the related Master
Agreement.

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

     "Qualified Substitute Mortgage Loan": A mortgage loan substituted for a
Deleted Mortgage Loan by the Seller pursuant to the terms of this Agreement
which must, on the date of such substitution, (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest
due during or prior to the month of substitution, not in excess of the Scheduled
Principal Balance of the Deleted Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs, (ii) have a Mortgage Rate
not less than (and not more than one percentage point in excess of) the Mortgage
Rate of the Deleted Mortgage Loan, (iii) be covered under a Primary Mortgage
Insurance Policy if such Qualified Substitute Mortgage Loan has a Loan-to-Value
Ratio in excess of [__]% and the Deleted Mortgage Loan was covered by a Primary
Mortgage Insurance Policy, (iv) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Deleted Mortgage Loan,
(v) have the same Due Date as the Due Date on the Deleted Mortgage Loan, (x)
have a Loan-to-Value Ratio as of the date of substitution equal to or lower than
the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, and (vi)
conform to each representation and warranty set forth in the related Assignment
Agreement applicable to the Deleted Mortgage Loan. In the event that one or more
mortgage loans are substituted for one or more Deleted Mortgage Loans, the
amounts described in clause (i) hereof shall be determined on the basis of
aggregate principal balances, the Mortgage Rates described in clause (ii) hereof
shall be determined on the basis of weighted average Mortgage Rates, the terms
described in clause (viii) shall be determined on the basis of weighted average
remaining terms to maturity, the Loan-to-Value Ratios described in clause (iv)
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 (vi) hereof must be satisfied as to each Qualified
Substitute Mortgage Loan or in the aggregate, as the case may be. With respect
to an Originator, a mortgage loan substituted for a Deleted Mortgage Loan
pursuant to the terms of the related Master Agreement which must, on the date of
such substitution conform to the terms set forth in the related Master
Agreement.

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

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

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

     With respect to any REO Property as to which a Final Recovery Determination
has been made an amount (not less than zero) equal to (i) the unpaid principal
balance of the related Mortgage Loan as of the date of acquisition of such REO
Property on behalf of any REMIC, plus (ii) accrued interest from the Due Date as
to which interest was last paid by the Mortgagor in respect of the related
Mortgage Loan through the end of the calendar month immediately preceding the
calendar month in which such REO Property was acquired, calculated in the case
of each calendar month during such period (A) at an annual rate equal to the
annual rate at which interest was then accruing on the related Mortgage Loan and
(B) on a principal amount equal to the Stated Principal Balance of the related
Mortgage Loan as of the close of business on the Distribution Date during such
calendar month, plus (iii) 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 that occurs during the Prepayment
Period in which such Final Recovery Determination was made, plus (iv) any
amounts previously withdrawn from the Collection Account in respect of the
related Mortgage Loan pursuant to Section 3.11(a)(ix) and Section 3.16(b), minus
(v) the aggregate of all Servicing Advances made by the Servicer in respect of
such REO Property or the related Mortgage Loan (without duplication of amounts
netted out of the rental income, Insurance Proceeds and Liquidation Proceeds
described in clause (vi) below) and any unpaid Servicing Fees for which the
Servicer has been or, in connection with such Final Recovery Determination, will
be reimbursed pursuant to Section 3.11(a)(iii) or Section 3.23 out of rental
income, Insurance Proceeds and Liquidation Proceeds received in respect of such
REO Property, minus (vi) the total of all net rental income, Insurance Proceeds
and Liquidation Proceeds received in respect of such REO Property that has been,
or in connection with such Final Recovery Determination, will be transferred to
the Distribution Account pursuant to Section 3.23.

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

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

     "Record Date": With respect to each Distribution Date and any Floating Rate
Certificate so long as such Floating Rate Certificates is a Book-Entry
Certificate, the Business Day immediately preceding such Distribution Date. With
respect to each Distribution Date and any other Certificates, including any
Definitive Certificates, the last Business Day of the month immediately
preceding the month in which such Distribution Date occurs.

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

     "Regular Certificate": Any Class A Certificate, Mezzanine Certificate,
Class CE Certificate or Class P Certificate.

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

     "Relief Act": The Servicemembers Civil Relief Act, or any state law
providing for similar relief.

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

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

     "REMIC I": The segregated pool of assets subject hereto, constituting the
primary trust created hereby and to be administered hereunder, with respect to
which a REMIC election is to be made, consisting of: (i) such Mortgage Loans and
Prepayment Charges related thereto as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof; (ii) any REO Property, together
with all collections thereon and proceeds thereof; (iii) the Trustee's rights
with respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof; (iv) the
Depositor's rights under the Assignment Agreements (including any security
interest created thereby); and (v) the Collection Account (other than any
amounts representing the Servicer Prepayment Charge Payment Amount), the
Distribution Account (other than any amounts representing the Servicer
Prepayment Charge Payment Amount) and any REO Account, and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto. Notwithstanding
the foregoing, however, REMIC I specifically excludes all payments and other
collections of principal and interest due on the Mortgage Loans on or before the
Cut-off Date, all Prepayment Charges payable in connection with Principal
Prepayments on the Mortgage Loans made before the Cut-off Date, the Net WAC Rate
Carryover Reserve Account, the Cap Contract, the Cap Account and Servicer
Prepayment Charge Payment Amounts.

     "REMIC I Interest Loss Allocation Amount": With respect to any Distribution
Date, an amount equal to (a) the product of (i) the aggregate Stated Principal
Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the
REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker
Rate, divided by (b) 12.

     "REMIC I Marker Allocation Percentage": [__]% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular
Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest
I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest I-LTM1,
REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I
Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular
Interest I-LTM13, REMIC I Regular Interest I-LTZZ, REMIC I Regular Interest
I-LTP and REMIC I Regular Interest I-LTX.

     "REMIC I Overcollateralized Amount": With respect to any date of
determination, (i) [__]% of the aggregate Uncertificated Balance of the REMIC I
Regular Interests minus (ii) the aggregate Uncertificated Balance of REMIC I
Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC
I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular
Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest
I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC
I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11, REMIC I Regular
Interest I-LTM12, REMIC I Regular Interest I-LTM13, REMIC I Regular Interest
I-LTP and REMIC I Regular Interest I-LTX, in each case as of such date of
determination.

     "REMIC I Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to the product of (i) [__]% of the aggregate
Stated Principal Balance of the Mortgage Loans and REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular
Interest I-LTM13 and the denominator of which is the aggregate Uncertificated
Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A,
REMIC I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I
Regular Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular
Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13 and
REMIC I Regular Interest I-LTZZ.

     "REMIC I Regular Interest": Any of the separate non-certificated beneficial
ownership interests in REMIC I issued hereunder and designated as a "regular
interest" in REMIC I. Each REMIC I Regular Interest shall accrue interest at the
related REMIC I Remittance Rate in effect from time to time or shall otherwise
be entitled to interest as set forth herein, and shall be entitled to
distributions of principal, subject to the terms and conditions hereof, in an
aggregate amount equal to its initial Uncertificated Balance as set forth in the
Preliminary Statement hereto. The REMIC I Regular Interests are set forth in the
Preliminary Statement hereto.

     "REMIC I Remittance Rate": With respect to REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I
Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11,
REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest I-LTM13, REMIC I
Regular Interest I-LTZZ, REMIC I Regular Interest I-LTP, REMIC I Regular
Interest I-LTX, REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest
I-LT2SUB and REMIC I Regular Interest I-LTXX, the weighted average of the
Expense Adjusted Net Mortgage Rates of the Mortgage Loans. With respect to REMIC
I Regular Interest I-LT1GRP, the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans and with respect REMIC I Regular
Interest I-LT2GRP, the weighted average of the Expense Adjusted Net Mortgage
Rates of the Group II Mortgage Loans.

     "REMIC I Required Overcollateralized Amount": [__]% of the
Overcollateralization Target Amount.

     "REMIC I Sub WAC Allocation Percentage": [__]% of any amount payable from
or loss attributable to the Mortgage Loans, which shall be allocated to REMIC I
Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP, REMIC I Regular
Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I Regular
Interest I-LTXX.

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

     "REMIC II": The segregated pool of assets consisting of all of the REMIC I
Regular Interests conveyed in trust to the Trustee, for the benefit of the Class
A Certificates, the Mezzanine Certificates, the Class CE Interest, the Class P
Interest and the Class R-II Interest and all amounts deposited therein, with
respect to which a separate REMIC election is to be made.

     "REMIC III": The segregated pool of assets consisting of all of the Class
CE Interest conveyed in trust to the Trust Administrator, for the benefit of the
Class CE Certificates, and the Class R-III Interest and all amounts deposited
therein, with respect to which a separate REMIC election is to be made.

     "REMIC IV": The segregated pool of assets consisting of all of the Class P
Interest conveyed in trust to the Trust Administrator, for the benefit of the
Class P Certificates, and the Class R-IV Interest 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 the Code, and related provisions, and proposed, temporary and final
regulations and published rulings, notices and announcements promulgated
thereunder, as the foregoing may be in effect from time to time.

     "REMIC Regular Interests": The REMIC I Regular Interests, the Class CE
Interest and the Class P Interest.

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

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

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

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

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

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

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

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

     "Residual Certificates": The Class R Certificates and the Class R-X
Certificates.

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

     "Responsible Officer": When used with respect to the Trust Administrator,
the President, any vice president, any assistant vice president, the Secretary,
any assistant secretary, the Treasurer, any assistant treasurer, any trust
officer or assistant trust officer, the Controller and any assistant controller
or any other officer thereof customarily performing functions similar to those
performed by any of the above designated officers and, with respect to a
particular matter relating to this Agreement, to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject. When used with respect to the Trustee, any officer of the Trustee with
direct responsibility for the administration of this Agreement and, with respect
to a particular matter relating to this Agreement, 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 successors in interest.

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

     "Seller": Citigroup Global Markets Realty Corp. or its successor in
interest.

     "Senior Enhancement Percentage": For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the sum of the aggregate
Certificate Principal Balance of the Mezzanine, Class CE and Class P
Certificates, calculated after taking into account distribution of the Group I
Principal Distribution Amount and the Group II Principal Distribution Amount to
the Certificates then entitled to distributions of principal on such
Distribution Date, and the denominator of which is 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).

     "Senior Interest Distribution Amount": With respect to any Distribution
Date and each Class of Class A Certificates, an amount equal to the sum of (i)
the Interest Distribution Amount for such Distribution Date and (ii) the
Interest Carry Forward Amount, if any, for such Distribution Date.

     "Servicer": [_______________] or any successor Servicer appointed as herein
provided, each in its capacity as a Servicer hereunder.

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

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

     "Servicer Remittance Date": With respect to any Distribution Date, the [__]
day of the calendar month in which such Distribution Date occurs or, if such
[__] day is not a Business Day, the Business Day immediately following.

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

     "Servicing Advances": The reasonable "out-of-pocket" costs and expenses
incurred by the Servicer in connection with a default, delinquency or other
unanticipated event by the Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, in respect of a particular
Mortgage Loan, including any expenses incurred in relation to any such
proceedings that result from the Mortgage Loan being registered on the MERS
System, (iii) the management (including reasonable fees in connection therewith)
and liquidation of any REO Property, (iv) obtaining any legal documentation
required to be included in the Mortgage File and/or correcting any outstanding
title issues (i.e. any lien or encumbrance on the Mortgaged Property that
prevents the effective enforcement of the intended lien position) reasonably
necessary for the Servicer to perform its obligations under this Agreement and
(v) the performance of its obligations under Section 3.01, Section 3.09, Section
3.13, Section 3.14, Section 3.16 and Section 3.23. Servicing Advances shall also
include any reasonable "out-of-pocket" costs and expenses (including legal fees)
incurred by the Servicer in connection with executing and recording instruments
of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
with any foreclosure in respect of any Mortgage Loan to the extent not recovered
from the related Mortgagor or otherwise payable under this Agreement.The
Servicer shall not be required to make any Servicing Advance in respect of a
Mortgage Loan or REO Property that, in the good faith business judgment of the
Servicer, would not be ultimately recoverable from related Insurance Proceeds or
Liquidation Proceeds on such Mortgage Loan or REO Property as provided herein.
The Servicer shall not be required to make any Servicing Advance that would be a
Nonrecoverable Advance.

     "Servicing Fee": With respect to each Mortgage Loan and for any calendar
month, an amount equal to one month's interest at the Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

     "Servicing Fee Rate": With respect to each Mortgage Loan, the rate of [__]%
per annum.

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

     "Single Certificate": With respect to any Class of Certificates (other than
the Residual Certificates), a hypothetical Certificate of such Class evidencing
a Percentage Interest for such Class corresponding to an initial Certificate
Principal Balance or Notional Amount of $[_______]. With respect to the Class P
and the Residual Certificates, a hypothetical Certificate of such Class
evidencing a [__]% Percentage Interest in such Class.

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

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

     "Stayed Funds": If the Servicer is the subject of a proceeding under the
federal Bankruptcy Code and the making of any payment required to be made under
the terms of the Certificates and this Agreement is prohibited by Section 362 of
the federal Bankruptcy Code, funds which are in the custody of the Servicer, a
trustee in bankruptcy or a federal bankruptcy court and should have been the
subject of such Remittance absent such prohibition.

     "Stepdown Date": The earlier to occur of (i) the first Distribution Date on
which the aggregate Certificate Principal Balance of the Class A Certificates
has been reduced to zero and (ii) the later to occur of (a) the Distribution
Date occurring in [_______________] and (b) the first Distribution Date on which
the Senior Enhancement Percentage (calculated for this purpose only after taking
into account distributions of principal on the Mortgage Loans but prior to any
distribution of the Group I Principal Distribution Amount and the Group II
Principal Distribution Amount to the Certificates then entitled to distributions
of principal on such Distribution Date) is equal to or greater than [__]%.

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

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

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

     "Subsequent Recoveries": As of any Distribution Date, amounts received by
the Trust Fund (net of any related expenses permitted to be reimbursed to the
related Sub-Servicer or the Servicer from such amounts under the related
Sub-Servicing Agreement or hereunder) specifically related to a Mortgage Loan
that was the subject of a liquidation or an REO Disposition prior to the related
Prepayment Period that resulted in a Realized Loss.

     "Substitution Shortfall Amount": As defined in Section 2.03(d) 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
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of any Trust REMIC due to its classification as a REMIC under the
REMIC Provisions, together with any and all other information reports or returns
that may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.

     "Telerate Page 3750": The display designated as page "3750" on the Dow
Jones Telerate Capital Markets Report (or such other page as may replace page
3750 on that report for the purpose of displaying London interbank offered rates
of major banks).

     "Termination Price": As defined in Section 9.01.

     "Terminator": As defined in Section 9.01.

     "Trailing Recoveries": Any Insurance Proceeds, Liquidation Proceeds and
other payments or recoveries on a Mortgage Loan received or collected by the
Servicer after a Final Recovery Determination has been made with respect to such
Mortgage Loan or related REO Property.

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

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

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

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

     (a) the Delinquency Percentage exceeds [__]% of the Senior Enhancement
Percentage for the prior Distribution Date; or

     (b) the Cumulative Realized Loss Percentage exceeds the applicable
percentages set forth below with respect to such Distribution Date:

        DISTRIBUTION DATE OCCURRING IN             PERCENTAGE
        ------------------------------             ----------
        [________] through [________]                 [__]%
        [________] through [________]                 [__]%
        [________] through [________]                 [__]%
        [________] through [________]                 [__]%
        [________] and thereafter                     [__]%


     "Trust Administrator": [_______________], or its successor in interest, or
any successor trust administrator appointed as herein provided.

     "Trust Fund": Collectively, all of the assets of each Trust REMIC, the Net
WAC Rate Carryover Reserve Account, the Cap Contract, distributions made to the
Trust Administrator by the Cap Administrator under the Cap Administration
Agreement and the Cap Account, Servicer Prepayment Charge Payment Amounts and
the other assets conveyed by the Depositor to the Trustee pursuant to Section
2.01.

     "Trust REMIC": Any of REMIC I, REMIC II, REMIC III and REMIC IV.

     "Trustee": [_______________], or its successor in interest, or any
successor trustee appointed as herein provided.

     "Uncertificated Balance": The amount of any REMIC Regular Interest
outstanding as of any date of determination. As of the Closing Date, the
Uncertificated Balance of each REMIC Regular Interest shall equal the amount set
forth in the Preliminary Statement hereto as its initial Uncertificated Balance.
On each Distribution Date, the Uncertificated Balance of each REMIC Regular
Interest shall be reduced by all distributions of principal made on such REMIC
Regular Interest on such Distribution Date pursuant to Section 4.01 and, if and
to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.04. The
Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased by
interest deferrals as provided in Section 4.01. With respect to the Class CE
Interest 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 1
Regular Interests over (B) the then aggregate Certificate Principal Balance of
the Floating Rate Certificates and the Class P Certificates then outstanding.
The Uncertificated Principal Balance of each REMIC Regular Interest that has an
Uncertificated Principal Balance shall never be less than zero.

     "Uncertificated Interest": With respect to any REMIC Regular Interest for
any Distribution Date, one month's interest at the REMIC I Remittance Rate
applicable to such REMIC Regular Interest for such Distribution Date, accrued on
the Uncertificated Balance thereof immediately prior to such Distribution Date.
Uncertificated Interest in respect of any REMIC Regular Interest shall accrue on
the basis of a 360-day year consisting of twelve 30-day months. Uncertificated
Interest with respect to each Distribution Date, as to any REMIC Regular
Interest, shall be reduced by an amount equal to the sum of (a) the aggregate
Prepayment Interest Shortfall, if any, for such Distribution Date to the extent
not covered by payments pursuant to Section 3.24 and (b) the aggregate amount of
any Relief Act Interest Shortfall, if any allocated, in each case, to such REMIC
Regular Interest pursuant to Section 1.02. In addition, Uncertificated Interest
with respect to each Distribution Date, as to any REMIC Regular Interest shall
be reduced by Realized Losses, if any, allocated to such REMIC Regular Interest
pursuant to Section 1.02 and Section 4.04.

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

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

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

     "Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. With respect to any date of
determination, [__]% of all Voting Rights will be allocated among the holders of
the Class A Certificates, the Mezzanine Certificates and the Class CE
Certificates in proportion to the then outstanding Certificate Principal
Balances of their respective Certificates, [__]% of all Voting Rights will be
allocated to the holders of the Class P Certificates and [__]% of all Voting
Rights will be allocated among the holders of the Residual Certificates. The
Voting Rights allocated to each Class of Certificate shall be allocated among
Holders of each such Class in accordance with their respective Percentage
Interests as of the most recent Record Date.

     SECTION 1.02 Allocation of Certain Interest Shortfalls.

     For purposes of calculating the Interest Distribution Amount for the
Floating Rate Certificates and the Class CE Certificates for any Distribution
Date, the aggregate amount of any Prepayment Interest Shortfalls (to the extent
not covered by payments by the Servicer pursuant to Section 3.24) and any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to the Class CE Certificates based
on, and to the extent of, one month's interest at the then applicable
Pass-Through Rate on the Notional Amount of the Class CE Certificates and,
thereafter, among the Class A Certificates and the Mezzanine Certificates on a
PRO RATA basis based on, and to the extent of, one month's interest at the then
applicable respective Pass-Through Rate on the respective Certificate Principal
Balance of each such Certificate immediately prior to such Distribution Date.

     For purposes of calculating the amount of Uncertificated Interest for the
REMIC I Regular Interests for any Distribution Date:

     (A) The REMIC I Marker Allocation Percentage of the aggregate amount of any
Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and the REMIC I Marker Allocation Percentage
of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any Distribution Date shall be allocated among REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC
I Regular Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11,
REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13 and REMIC I
Regular Interest I-LTZZ PRO RATA based on, and to the extent of, one month's
interest at the then applicable respective REMIC I Remittance Rate on the
respective Uncertificated Balance of each such REMIC I Regular Interest; and

     (B) The REMIC I Sub WAC Allocation Percentage of the aggregate amount of
any Prepayment Interest Shortfalls (to the extent not covered by payments by the
Servicer pursuant to Section 3.24) and the REMIC I Sub WAC Allocation Percentage
of any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans
for any Distribution Date shall be allocated first, to Uncertificated Interest
payable to REMIC I Regular Interest I-LT1SUB, REMIC I Regular Interest I-LT1GRP,
REMIC I Regular Interest I-LT2SUB, REMIC I Regular Interest I-LT2GRP and REMIC I
Regular Interest I-LTXX, PRO RATA based on, and to the extent of, one month's
interest at the then applicable respective REMIC I Remittance Rate on the
respective Uncertificated Balance of each such REMIC I Regular Interest.


<PAGE>


ARTICLE II


                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

     SECTION 2.01 Conveyance of Mortgage Loans.

     The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee without
recourse for the benefit of the Certificateholders all the right, title and
interest of the Depositor, including any security interest therein for the
benefit of the Depositor, in and to the Mortgage Loans identified on the
Mortgage Loan Schedule, the rights of the Depositor under the Assignment
Agreements, payments made to the Trust Administrator by the Cap Administrator
under the Cap Administration Agreement and the Cap Account, and all other assets
included or to be included in REMIC I. Such assignment includes all interest and
principal received by the Depositor or the Servicer on or with respect to the
Mortgage Loans (other than payments of principal and interest due on such
Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
to the Trustee executed copies of the Assignment Agreements, and the Trustee and
the Trust Administrator acknowledge receipt of the same on behalf of the
Certificateholders.

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

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

          (ii) The original recorded Mortgage, noting the presence of the MIN of
     the Mortgage Loan, if applicable, and language indicating that the Mortgage
     Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of
     recording thereon or a copy of the Mortgage certified by the public
     recording office in those jurisdictions where the public recording office
     retains the original;

          (iii) Unless the Mortgage Loan is registered on the MERS(R) System, an
     assignment from the related Originator or an Affiliate of the related
     Originator to the Trustee in recordable form of the Mortgage which may be
     included, where permitted by local law, in a blanket assignment or
     assignments of the Mortgage to the Trustee, including any intervening
     assignments and showing a complete chain of title from the original
     mortgagee named under the Mortgage to the Person assigning the Mortgage
     Loan to the Trustee (or to MERS, noting the presence of the MIN, if the
     Mortgage Loan is registered on the MERS(R) System);

          (iv) Any original assumption, modification, buydown or conversion-to-
     fixed-interest-rate agreement applicable to the Mortgage Loan; and

          (v) The original or a copy of the title insurance policy (which may be
     a certificate or a short form policy relating to a master policy of title
     insurance) pertaining to the Mortgaged Property, or in the event such
     original title policy is unavailable, a copy of the preliminary title
     report and the lender's recording instructions, with the original to be
     delivered within 180 days of the Closing Date or an attorney's opinion of
     title in jurisdictions where such is the customary evidence of title.

     In instances where an original recorded Mortgage cannot be delivered by the
Depositor to the Trustee (or a Custodian on behalf of the Trustee) prior to or
concurrently with the execution and delivery of this Agreement, due to a delay
in connection with the recording of such Mortgage, the Depositor may, (a) in
lieu of delivering such original recorded Mortgage referred to in clause (ii)
above, deliver to the Trustee (or a Custodian on behalf of the Trustee) a copy
thereof, provided that the Depositor certifies that the original Mortgage has
been delivered to a title insurance company for recordation after receipt of its
policy of title insurance or binder therefor (which may be a certificate
relating to a master policy of title insurance), and (b) in lieu of delivering
the completed assignment in recordable form referred to in clause (iii) above to
the Trustee (or a Custodian on behalf of the Trustee), deliver such assignment
to the Trustee (or a Custodian on behalf of the Trustee) completed except for
recording information. In all such instances, the Depositor will deliver the
original recorded Mortgage and completed assignment (if applicable) to the
Trustee (or a Custodian on behalf of the Trustee) promptly upon receipt of such
Mortgage. In instances where an original recorded Mortgage has been lost or
misplaced, the Depositor or the related title insurance company may deliver, in
lieu of such Mortgage, a copy of such Mortgage bearing recordation information
and certified as true and correct by the office in which recordation thereof was
made. In instances where the original or a copy of the title insurance policy
referred to in clause (vi) above (which may be a certificate relating to a
master policy of title insurance) pertaining to the Mortgaged Property relating
to a Mortgage Loan cannot be delivered by the Depositor to the Trustee (or a
Custodian on behalf of the Trustee) prior to or concurrently with the execution
and delivery of this Agreement because such policy is not yet available, the
Depositor may, in lieu of delivering the original or a copy of such title
insurance referred to in clause (vi) above, deliver to the Trustee (or a
Custodian on behalf of the Trustee) a binder with respect to such policy (which
may be a certificate relating to a master policy of title insurance) and deliver
the original or a copy of such policy (which may be a certificate relating to a
master policy of title insurance) to the Trustee (or a Custodian on behalf of
the Trustee) within 180 days of the Closing Date, in instances where an original
assumption, modification, buydown or conversion-to-fixed- interest-rate
agreement cannot be delivered by the Depositor to the Trustee (or a Custodian on
behalf of the Trustee) prior to or concurrently with the execution and delivery
of this Agreement, the Depositor may, in lieu of delivering the original of such
agreement referred to in clause (iv) above, deliver a certified copy thereof.

     To the extent not already recorded, except with respect to any Mortgage
Loan for which MERS is identified on the Mortgage or on a properly recorded
assignment of the Mortgage as the mortgagee of record, the Servicer, at the
expense of the Seller shall promptly (and in no event later than five Business
Days following the later of the Closing Date and the date of receipt by the
Servicer of the recording information for a Mortgage) submit or cause to be
submitted for recording, at no expense to any Trust REMIC, in the appropriate
public office for real property records, each Assignment delivered to it
pursuant to (iii) above. In the event that any such Assignment is lost or
returned unrecorded because of a defect therein, the Servicer, at the expense of
the Seller, shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded. Notwithstanding the
foregoing, but without limiting the requirement that such Assignments be in
recordable form, neither the Servicer nor the Trustee shall be required to
submit or cause to be submitted for recording any Assignment delivered to it or
a Custodian pursuant to (iii) above if such recordation shall not, as of the
Closing Date, be required by the Rating Agencies, as a condition to their
assignment on the Closing Date of their initial ratings to the Certificates, as
evidenced by the delivery by the Rating Agencies of their ratings letters on the
Closing Date; provided, however, notwithstanding the foregoing, the Servicer
shall submit each Assignment for recording, at no expense to the Trust Fund or
the Servicer, upon the earliest to occur of: (A) reasonable direction by Holders
of Certificates entitled to at least [__]% of the Voting Rights, (B) the
occurrence of a Servicer Event of Default, (C) the occurrence of a bankruptcy,
insolvency or foreclosure relating to the Seller, (D) the occurrence of a
servicing transfer as described in Section 7.02 of this Agreement and (E) with
respect to any one Assignment the occurrence of a foreclosure relating to the
Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the
Seller fails to pay the cost of recording the Assignments, such expense will be
paid by the Servicer and the Servicer shall be reimbursed for such expenses by
the Trust as Servicing Advances.

     In connection with the assignment of any Mortgage Loan registered on the
MERS System, the Depositor further agrees that it will cause, within 30 Business
Days after the Closing Date, the MERS System to indicate that such Mortgage
Loans have been assigned by the Depositor to the Trustee in accordance with this
Agreement for the benefit of the Certificateholders by including in such
computer files (a) the code in the field which identifies the specific Trustee
and (b) the code in the field "Pool Field" which identifies the series of the
Certificates issued in connection with such Mortgage Loans. The Depositor
further agrees that it will not, and will not permit the Servicer to, and the
Servicer agrees that it will not and will not permit a Sub-Servicer to, alter
the codes referenced in this paragraph with respect to any Mortgage Loan during
the term of this Agreement unless and until such Mortgage Loan is repurchased in
accordance with the terms of this Agreement.

     With respect to a maximum of approximately [__]% of the Original Mortgage
Loans, by outstanding principal balance of the Original Mortgage Loans as of the
Cut-off Date, if any original Mortgage Note referred to in (i) above cannot be
located, the obligations of the Depositor to deliver such documents shall be
deemed to be satisfied upon delivery to the Trustee (or a Custodian on behalf of
the Trustee) of a photocopy of such Mortgage Note, if available, with a lost
note affidavit. If any of the original Mortgage Notes for which a lost note
affidavit was delivered to the Trustee (or a Custodian on behalf of the Trustee)
is subsequently located, such original Mortgage Note shall be delivered to the
Trustee (or a Custodian on behalf of the Trustee) within three Business Days.

The Depositor shall deliver or cause to be delivered to the Trustee (or a
Custodian on behalf of the Trustee) promptly upon receipt thereof any other
original documents constituting a part of a Mortgage File received with respect
to any Mortgage Loan, including, but not limited to, any original documents
evidencing an assumption, modification, consolidation or extension of any
Mortgage Loan. The Depositor shall deliver or cause the Seller to deliver to the
Servicer copies of all trailing documents required to be included in the
servicing file at the same time the originals or certified copies thereof are
delivered to the Trustee or Custodian, such documents including but not limited
to the mortgagee policy of title insurance and any mortgage loan documents upon
return from the recording office. The Servicer shall not be responsible for any
custodian fees or other costs incurring in obtaining such documents and the
Depositor shall cause the Servicer to be reimbursed for any such costs it may
incur in connection with performing its obligations under this Agreement.


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

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

     The parties hereto understand and agree that it is not intended that any
Mortgage Loan be included in the Trust that is a high-cost home loan as defined
by the Homeownership and Equity Protection Act of 1994 or any other applicable
predatory or abusive lending laws.

     The Depositor hereby directs the Trustee to execute, deliver and perform
its obligations under the Cap Contract on the Closing Date and thereafter on
behalf of the Trust and the Holders of the Floating Rate Certificates. The
Seller, the Depositor, the Servicer, the Trust Administrator and the Holders of
the Floating Rate Certificates by their acceptance of such Certificates
acknowledge and agree that the Trustee shall execute, deliver and perform the
Trust Fund's obligations under the Cap Contract and shall do so solely in its
capacity as Trustee of the Trust Fund and not in its individual capacity. The
Trustee shall not have any responsibility for the contents, adequacy or
sufficiency of the Cap contract, including, without limitation, any
representations and warranties contained therein.

     SECTION 2.02 Acceptance of the Trust Fund by the Trustee.

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

     The Trustee, by execution and delivery hereof, acknowledges receipt,
subject to the review described in the succeeding sentence, of the documents and
other property referred to in Section 2.01 and declares that the Trustee (or a
Custodian on behalf of the Trustee) holds and will hold such documents and other
property, including property yet to be received in the Trust Fund, in trust,
upon the trusts herein set forth, for the benefit of all present and future
Certificateholders. The Trustee or the related Custodian on its behalf shall,
for the benefit of the Trustee and the Certificateholders, review each Mortgage
File within 90 days after execution and delivery of this Agreement, to ascertain
that all required documents have been executed, received and recorded, if
applicable, and that such documents relate to the Mortgage Loans. If in the
course of such review the Trustee or the related Custodian on its behalf finds a
document or documents constituting a part of a Mortgage File to be defective in
any material respect, the Trustee or the related Custodian on its behalf shall
promptly so notify the Depositor, the Trust Administrator, the Seller, the
Servicer and, if such notice is from the related Custodian on the Trustee's
behalf, the Trustee. In addition, upon the discovery by the Depositor, the
Servicer, the Trust Administrator or the Trustee of a breach of any of the
representations and warranties made by the related Originator or the Seller in
the related Assignment 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.

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

     The Trustee may, concurrently with the execution and delivery hereof or at
any time thereafter, enter into a custodial agreement with a Custodian pursuant
to which the Trustee appoints a Custodian to hold the Mortgage Files on behalf
of the Trustee for the benefit of the Trustee and all present and future
Certificateholders, which may provide that the related Custodian shall, on
behalf of the Trustee, conduct the review of each Mortgage File required under
the first paragraph of this Section 2.02. Initially, [___________] is appointed
as Custodian with respect to the related Mortgage Files of all the related
Mortgage Loans and, notwithstanding anything to the contrary herein, it is
understood that such initial Custodian shall be responsible for the review
contemplated in the second paragraph of this Section 2.02 and for all other
functions relating to the receipt, review, reporting and certification provided
for herein with respect to the Mortgage Files (other than ownership thereof for
the benefit of the Certificateholders and related duties and obligations set
forth herein).

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

     (a) Upon discovery or receipt of notice by the Depositor, the Servicer, the
Trust Administrator or the Trustee of any materially defective document in, or
that a document is missing from, a Mortgage File or of the breach by an
Originator or the Seller of any representation, warranty or covenant under an
Assignment Agreement in respect of any Mortgage Loan which materially adversely
affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the party so discovering or receiving notice shall promptly
notify the other parties to this Agreement, and the Trustee thereupon shall
promptly notify the related Originator and the Seller of such defect, missing
document or breach and request that the related Originator deliver such missing
document or cure such defect or that the related Originator or the Seller, as
applicable, cure such breach within 90 days from the date the related Originator
or the Seller, as applicable, was notified of such missing document, defect or
breach, and if the related Originator or Seller, as applicable, does not deliver
such missing document or cure such defect or breach in all material respects
during such period, the Trustee shall enforce the obligations of the related
Originator or Seller, as applicable, under the related Assignment Agreement (i)
to repurchase such Mortgage Loan from REMIC I at the Purchase Price within 90
days after the date on which the Seller was notified (subject to Section
2.03(e)) of such missing document, defect or breach, and (ii) to indemnify the
Trust Fund in respect of such missing document, defect or breach, in the case of
each of (i) and (ii), if and to the extent that the related Originator or
Seller, as applicable, is obligated to do so under the related Assignment
Agreement. The Purchase Price for the repurchased Mortgage Loan and any
indemnification shall be remitted by the related Originator or the Seller, as
applicable, to the Servicer for deposit into the Collection Account, and the
Trust Administrator, upon receipt of written notice from the Servicer of such
deposit, shall give written notice to the Trustee and the related Custodian that
such deposit has taken place and the Trustee shall release (or cause the related
Custodian to release on its behalf) to the related Originator or the Seller, as
applicable, the related Mortgage File, and the Trustee and the Trust
Administrator shall execute and deliver such instruments of transfer or
assignment, in each case without recourse, as the related Originator or the
Seller, as applicable, shall furnish to it and as shall be necessary to vest in
the related Originator or the Seller, as applicable, any Mortgage Loan released
pursuant hereto, and the Trustee and the Trust Administrator shall have no
further responsibility with regard to such Mortgage File. In furtherance of the
foregoing, if the related Originator or the Seller, as applicable, is not a
member of MERS and repurchases a Mortgage Loan which is registered on the MERS
System, the related Originator or the Seller, as applicable, pursuant to the
related Assignment Agreement at its own expense and without any right of
reimbursement, shall cause MERS to execute and deliver an assignment of the
Mortgage in recordable form to transfer the Mortgage from MERS to the related
Originator or the Seller, as applicable, and shall cause such Mortgage to be
removed from registration on the MERS System in accordance with MERS rules and
regulations. In lieu of repurchasing any such Mortgage Loan as provided above,
if so provided in the related Assignment Agreement the related Originator or the
Seller, as applicable, may cause such Mortgage Loan to be removed from REMIC I
(in which case it shall become a Deleted Mortgage Loan) and substitute one or
more Qualified Substitute Mortgage Loans in the manner and subject to the
limitations set forth in Section 2.03(d). It is understood and agreed that the
obligation of the related Originator or the Seller, as applicable, to cure or to
repurchase (or to substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as to which such
a breach has occurred and is continuing, and if and to the extent provided in
the related Assignment Agreement to perform any applicable indemnification
obligations with respect to any such omission, defect or breach, as provided in
such Assignment Agreement, shall constitute the only remedies respecting such
omission, defect or breach available to the Trustee or the Trust Administrator
on behalf of the Certificateholders.

     (b) Notwithstanding anything to the contrary in this Section 2.03, with
respect to any breach by the related Originator or the Seller, as applicable, of
any representation and warranty which breach materially and adversely affects
the value of any Prepayment Charge or the interests of the Certificateholders
therein, the Trustee shall enforce the obligation of the related Originator or
the Seller, as applicable, to remedy such breach as provided in the related
Assignment Agreement as follows: upon any Principal Prepayment with respect to
the affected Mortgage Loan, the related Originator or the Seller, as applicable,
shall pay or cause to be paid to the Purchaser the excess, if any, of (x) the
amount of such Prepayment Charge calculated as set forth in the Mortgage Loan
Schedule and (y) the amount collected from the Mortgagor in respect of such
Prepayment Charge.

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

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

     As to any Deleted Mortgage Loan for which the related Originator or the
Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the related Originator or the
Seller, as applicable, delivering to the Trustee (or to the related Custodian on
behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or 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 Shortfall
Amount (as described below), if any, in connection with such substitution. The
related Custodian on its behalf and on behalf of the Trustee shall, for the
benefit of the Certificateholders, review each Mortgage File within 90 days
after execution and delivery of this Agreement, to ascertain that all required
documents have been executed, received and recorded, if applicable, and that
such documents relate to the Mortgage Loans. If in the course of such review the
Trustee or the related Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or the related Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the related Originator, the Seller and the
Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution are not part of the Trust Fund and will be
retained by the related Originator or the Seller, as applicable. For the month
of substitution, distributions to Certificateholders will reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the month
of substitution, and the related Originator or the Seller, as applicable, shall
thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be
given written notice to the Trustee and the Certificateholders that such
substitution has taken place, and the Trust Administrator shall amend or cause
the related Custodian to 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, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to
the Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or
Loans shall constitute part of the Mortgage Pool and shall be subject in all
respects to the terms of this Agreement and the related Assignment Agreement
(including all applicable representations and warranties thereof included in
such Assignment Agreement), in each case as of the date of substitution.

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

     In addition, the related Originator or the Seller, as applicable, shall
obtain at its own expense and deliver to the Trustee and the Trust Administrator
an Opinion of Counsel to the effect that such substitution will not cause (a)
any federal tax to be imposed on any Trust REMIC, 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.

     (e) Upon discovery by the Depositor, the Servicer, the Trust Administrator
or the Trustee that any Mortgage Loan does not constitute a "qualified mortgage"
within the meaning of Section 860G(a)(3) of the Code, the party discovering such
fact shall within two Business Days give written notice thereof to the other
parties to this Agreement, and the Trustee shall give written notice thereof to
the Seller. In connection therewith, the related Originator or the Seller, as
applicable, pursuant to the related Assignment Agreement or the Depositor
pursuant to this Agreement shall repurchase or, subject to the limitations set
forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage
Loans for the affected Mortgage Loan within 90 days of the earlier of discovery
or receipt of such notice with respect to such affected Mortgage Loan. Such
repurchase or substitution shall be made by (i) the related Originator or the
Seller, as applicable, if the affected Mortgage Loan's status as a non-qualified
mortgage is or results from a breach of any representation, warranty or covenant
made by the related Originator or the Seller, as applicable, under the related
Assignment Agreement or (iii) the Depositor, if the affected Mortgage Loan's
status as a non-qualified mortgage is a breach of no representation or warranty.
Any such repurchase or substitution shall be made in the same manner as set
forth in Sections 2.03(a). The Trustee shall reconvey to the Depositor, the
related Originator or the Seller, as the case may be, the Mortgage Loan to be
released pursuant hereto in the same manner, and on the same terms and
conditions, as it would a Mortgage Loan repurchased by an Originator or the
Seller for breach of a representation or warranty.

     SECTION 2.04 [Reserved].

     SECTION 2.05 Representations, Warranties and Covenants of the Servicer.

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

          (i) The Servicer is duly organized, validly existing, and in good
     standing under the laws of the jurisdiction of its formation and is duly
     authorized and qualified to transact any and all business contemplated by
     this Agreement to be conducted by the Servicer 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 Mortgage Loan and to service the
     Mortgage Loans in accordance with the terms of this Agreement;

          (ii) The Servicer has the full 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 action on the part of the Servicer the
     execution, delivery and performance of this Agreement; and this Agreement,
     assuming the due authorization, execution and delivery thereof by the other
     parties hereto, constitutes a legal, valid and binding obligation of the
     Servicer, enforceable against the Servicer in accordance with its terms,
     except to the extent that (a) the enforceability thereof may be limited by
     bankruptcy, insolvency, moratorium, receivership and other similar laws
     relating to creditors' rights generally and (b) the remedy of specific
     performance and injunctive and other forms of equitable relief may be
     subject to the equitable defenses and to the discretion of the court before
     which any proceeding therefor may be brought;

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

          (iv) The Servicer is an approved seller/servicer for Fannie Mae or
     Freddie Mac in good standing;

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

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

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

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

          (ix) The Servicer (or a Sub-Servicer servicing the Mortgage Loans on
     its behalf) is a member of MERS in good standing, and will comply in all
     material respects with the rules and procedures of MERS in connection with
     the servicing of the Mortgage Loans that are registered with MERS.

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

     SECTION 2.06 Issuance of the Certificates.

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

     SECTION 2.07 Conveyance of the REMIC Regular Interests; Acceptance of the
Trust REMICs by the Trustee.

     (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 I for the benefit of the
holders of the REMIC I Regular Interests (which are uncertificated) and the
Class R Certificates (in respect of the Class R-I Interest). The Trustee (or the
related Custodian on its behalf, as applicable) acknowledges receipt of the
assets described in the definition of REMIC I and declares that it holds and
will hold the same in trust for the exclusive use and benefit of the holders of
the REMIC I Regular Interests and the Class R Certificates (in respect of the
Class R-I Interest). The interests evidenced by the Class R-I Interest, together
with the REMIC I Regular Interests, constitute the entire beneficial ownership
interest in REMIC I.

     (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 I Regular Interests (which are uncertificated) for the benefit
of the Holders of the Regular Certificates (other than the Class CE Certificates
and the Class P Certificates), the Class CE Interest, the Class P Interest and
the Class R Certificates (in respect of the Class R-II Interest). The Trustee
acknowledges receipt of the REMIC I Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of the Holders
of the Regular Certificates (other than the Class CE Certificates and the Class
P Certificates), the Class CE Interest, the Class P Interest and the Class R
Certificates (in respect of the Class R-II Interest). The interests evidenced by
the Class R-II Interest, together with the Regular Certificates, the Class CE
Interest and the Class P Interest, constitute the entire beneficial ownership
interest in REMIC II.

     (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 Class CE Interest (which is uncertificated) for the benefit of the
Holders of the Class CE Certificates and the Class R-X Certificates (in respect
of the Class R-III Interest). The Trustee acknowledges receipt of the Class CE
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the Class CE Certificates and the
Class R-X Certificates (in respect of the Class R-III Interest). The interests
evidenced by the Class R-III Interest, together with the Class CE Certificates,
constitute the entire beneficial ownership interest in REMIC III.

     (d) 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 Class P Interest (which is uncertificated) for the benefit of the
Holders of the Class P Certificates and the Class R-X Certificates (in respect
of the Class R-IV Interest). The Trustee acknowledges receipt of the Class P
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the Class P Certificates and the
Class R-X Certificates (in respect of the Class R-IV Interest). The interests
evidenced by the Class R-IV Interest, together with the Class P Certificates,
constitute the entire beneficial ownership interest in REMIC IV.

     (e) Concurrently with (i) the assignment and delivery to the Trustee of
REMIC I and the acceptance by the Trustee thereof, pursuant to Section 2.01,
Section 2.02 and subsection (a) hereof, (ii) the assignment and delivery to the
Trustee of REMIC II (including the Residual Interest therein represented by the
Class R-II Interest) and the acceptance by the Trustee thereof, pursuant to
Section 2.01, Section 2.02 and subsection (b) hereof, (iii) the assignment and
delivery to the Trustee of REMIC III (including the Residual Interest therein
represented by the Class R-III Interest) and the acceptance by the Trustee
thereof, pursuant to Section 2.01, Section 2.02 and subsection (c) hereof and
(iv) the assignment and delivery to the Trustee of REMIC IV (including the
Residual Interest therein represented by the Class IV Interest) and the
acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
subsection (d) hereof, 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, (A) the Class R
Certificates in authorized denominations evidencing the Class R-I Interest and
the Class R-II Interest and (B) the Class R-X Certificates in authorized
denominations evidencing the Class R-III Interest and the Class R-IV Interest.

     SECTION 2.08 Puposes and Powers of the Trust.

     The purpose of the common law trust, as created hereunder, is to engage in
the following activities:

     (a) acquire and hold the Mortgage Loans and the other assets of the Trust
Fund and the proceeds therefrom;

     (b) to issue the Certificates sold to the Depositor in exchange for the
Mortgage Loans;

     (c) to make payments on the Certificates;

     (d) to engage in those activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto or connected
therewith; and

     (e) subject to compliance with this Agreement, to engage in such other
activities as may be required in connection with conservation of the Trust Fund
and the making of distributions to the Certificateholders.

The Trust is hereby authorized to engage in the foregoing activities. The
Trustee shall not cause the Trust to engage in any activity other than in
connection with the foregoing or other than as required or authorized by the
terms of this Agreement while any Certificate is outstanding, and this Section
2.08 may not be amended, without the consent of the Certificateholders
evidencing [__]% or more of the aggregate Voting Rights of the Certificates.

ARTICLE III

<PAGE>


                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

SECTION 3.01      Servicer to Act as Servicer.

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

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

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

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

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

     To the extent consistent with the foregoing, the Servicer (a) shall seek
the timely and complete recovery of principal and interest on the Mortgage Notes
and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only
under the following circumstances: (i) such waiver is standard and customary in
servicing similar Mortgage Loans and such waiver relates to a default or a
reasonably foreseeable default and would, in the reasonable judgment of the
Servicer, maximize recovery of total proceeds taking into account the value of
such Prepayment Charge and the related Mortgage Loan, (ii) the collection of
such Prepayment Charge would be in violation of applicable laws or (iii) the
amount of the Prepayment Charge set forth on the Prepayment Charge Schedule is
not consistent with the related Mortgage Note or is otherwise unenforceable. If
a Prepayment Charge is waived as permitted by meeting the standard described in
clauses (ii) or (iii) above, then, the Trustee shall make commercially
reasonable efforts to attempt to enforce the obligations of the related
Originator under the Master Agreement to pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates;
provided, however, that the Trustee shall not be under any obligation to take
any action pursuant to this paragraph unless directed by the Depositor and
provided, further, the Depositor hereby agrees to assist the Trustee in
enforcing any obligations of any Originator to repurchase or substitute for a
Mortgage Loan which has breached a representation or warranty under the related
Assignment Agreement. If the Trustee makes a good faith determination as
evidenced by an officer's certificate delivered by the Trustee to the Trust
Administrator, that the Servicer's efforts are not reasonably expected to be
successful in enforcing such rights, it shall notify the Trust Administrator of
such failure and the Trust Administrator, with the cooperation of the Servicer,
shall enforce the obligation of the related Originator under the Master
Agreement to pay to the Servicer the amount of such waived Prepayment Charge. If
such Originator fails to pay the amount of such waived Prepayment Charge in
accordance with its obligations under the related Master Agreement, the Trustee,
Trust Administrator, the Servicer and the Depositor shall consult on further
actions to be taken against such Originator. Notwithstanding the foregoing, to
the extent that the Trustee and the related Originator are the same entity, the
Trust Administrator shall enforce the obligations of the related Originator
under the related Master Agreement pursuant to the terms of this paragraph.

     To the extent consistent with the foregoing, the Servicer shall also seek
to maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and the
terms of this Agreement and of the respective Mortgage Loans, the Servicer shall
have full power and authority, acting alone or through Sub-Servicers as provided
in Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable.
Without limiting the generality of the foregoing, the Servicer in its own name
or in the name of a Sub-Servicer is hereby authorized and empowered by the
Trustee when the Servicer believes it appropriate in its best judgment in
accordance with the servicing standards set forth above, to execute and deliver,
on behalf of the Certificateholders and the Trustee, and upon notice to the
Trustee, any and all instruments of satisfaction or cancellation, or of partial
or full release or discharge, and all other comparable instruments, with respect
to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
ownership of such properties, and to hold or cause to be held title to such
properties, on behalf of the Trustee and Certificateholders. The Servicer shall
service and administer the Mortgage Loans in accordance with applicable state
and federal law and shall provide to the Mortgagors any reports required to be
provided to them thereby. The Servicer shall also comply in the performance of
this Agreement with all reasonable rules and requirements of any standard hazard
insurance policy. Subject to Section 3.17, the Trustee shall execute, at the
written request of the Servicer, and furnish to the Servicer and any
Sub-Servicer such documents as are necessary or appropriate to enable the
Servicer or any Sub-Servicer to carry out their servicing and administrative
duties hereunder, and the Trustee hereby grants to the Servicer a power of
attorney to carry out such duties. The Trustee shall not be liable for the
actions of the Servicer or any Sub-Servicers under such powers of attorney.

     In accordance with the standards of the preceding paragraph, the 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 3.09,
and further as provided in Section 3.11. Any cost incurred by the Servicer or by
Sub-Servicers in effecting the timely payment of taxes and assessments on a
Mortgaged Property shall not, for the purpose of calculating distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.

     The Servicer further is authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the name of the
Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on
the MERS System, or cause the removal from the registration of any Mortgage Loan
on the MERS System, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. Any reasonable expenses (i) incurred as a result of MERS
discontinuing or becoming unable to continue operations in connection with the
MERS System or (ii) if the affected Mortgage Loan is in default or, in the
judgment of the Servicer, such default is reasonably foreseeable, incurred in
connection with the actions described in the preceding sentence, shall be
subject to withdrawal by the Servicer from the Collection Account.

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

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

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

     (a) The Servicer may enter into Sub-Servicing Agreements (provided that
such agreements would not result in a withdrawal or a downgrading by the Rating
Agencies of the rating on any Class of Certificates) with Sub-Servicers, for the
servicing and administration of the Mortgage Loans; provided, however, such
sub-servicing arrangement and the terms of the related Sub-Subservicing
Agreement must provide for the servicing of Mortgage Loans in a manner
consistent with the servicing arrangement contemplated hereunder.

     (b) Each Sub-Servicer shall be (i) authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
Agreement and (ii) a Freddie Mac or Fannie Mae approved mortgage servicer. Each
Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
to the provisions set forth in Section 3.08 and provide for servicing of the
Mortgage Loans consistent with the terms of this Agreement. The Servicer will
examine each Sub-Servicing Agreement and will be familiar with the terms
thereof. The terms of any Sub-Servicing Agreement will not be inconsistent with
any of the provisions of this Agreement. The Servicer and the Sub-Servicers may
enter into and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of this Agreement, and that no such amendment or different form shall
be made or entered into which could be reasonably expected to be materially
adverse to the interests of the Certificateholders, without the consent of the
Holders of Certificates entitled to at least [__]% of the Voting Rights. Any
variation without the consent of the Holders of Certificates entitled to at
least [__]% of the Voting Rights from the provisions set forth in Section 3.08
relating to insurance or priority requirements of Sub-Servicing Accounts, or
credits and charges to the Sub- Servicing Accounts or the timing and amount of
remittances by the Sub-Servicers to the Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Servicer shall
deliver to the Trustee and the Trust Administrator copies of all Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Servicer's execution and delivery of such instruments.

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

     SECTION 3.03 Successor Sub-Servicers.

     The Servicer shall be entitled to terminate any Sub-Servicing Agreement and
the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement. In the event of termination of any Sub-Servicer, all servicing
obligations of such Sub-Servicer shall be assumed simultaneously by the Servicer
without any act or deed on the part of such Sub-Servicer or the Servicer, and
the Servicer either shall service directly the related Mortgage Loans or shall
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 3.02.

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

     SECTION 3.04 Liability of the Servicer.

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

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

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

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

     In the event the Servicer shall for any reason no longer be the servicer
(including by reason of the occurrence of a Servicer Event of Default), the
Trust Administrator or its designee shall thereupon assume all of the rights and
obligations of the Servicer under each Sub-Servicing Agreement that the Servicer
may have entered into, unless the Trust Administrator elects to terminate any
Sub-Servicing Agreement in accordance with its terms as provided in Section
3.03. Upon such assumption, the Trust Administrator, its designee or the
successor servicer for the Trust Administrator appointed pursuant to Section
7.02 shall be deemed, subject to Section 3.03, to have assumed all of the
Servicer's interest therein and to have replaced the Servicer as a party to each
Sub-Servicing Agreement to the same extent as if each Sub-Servicing Agreement
had been assigned to the assuming party, except that (i) the Servicer shall not
thereby be relieved of any liability or obligations under any Sub-Servicing
Agreement and (ii) none of the Trust Administrator, its designee or any
successor Servicer shall be deemed to have assumed any liability or obligation
of the Servicer that arose before it ceased to be the Servicer.

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

     SECTION 3.07 Collection of Certain Mortgage Loan Payments.

     The Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Mortgage Loans, and shall, to the
extent such procedures shall be consistent with this Agreement and the terms and
provisions of any applicable insurance policies, follow such collection
procedures as it would follow with respect to mortgage loans comparable to the
Mortgage Loans and held for its own account. Consistent with the foregoing and
the servicing standards set forth in Section 3.01, the Servicer may in its
discretion (i) waive any late payment charge or, if applicable, penalty interest
or (ii) extend the due dates for Monthly Payments due on a Mortgage Note for a
period of not greater than 180 days; provided that any extension pursuant to
clause (ii) above shall not affect the amortization schedule of any Mortgage
Loan for purposes of any computation hereunder, except as provided below. In the
event of any such arrangement pursuant to clause (ii) above, the Servicer shall
make timely advances on such Mortgage Loan during such extension pursuant to
Section 4.03 and in accordance with the amortization schedule of such Mortgage
Loan without modification thereof by reason of such arrangements.
Notwithstanding the foregoing, in the event that any Mortgage Loan is in default
or, in the judgment of the Servicer, such default is reasonably foreseeable, the
Servicer, consistent with the standards set forth in Section 3.01, may waive,
modify or vary any term of such Mortgage Loan (including modifications that
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 (such payment, a "Short Pay-off") or consent
to the postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor, if in the Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders (taking into account any estimated Realized
Loss that might result absent such action). SECTION 3.08 Sub-Servicing Accounts.

     In those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant
to a Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
maintain one or more accounts (collectively, the "Sub-Servicing Account"). The
Sub-Servicing Account shall be an Eligible Account and shall comply with all
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer shall deposit in the Sub-Servicing Account, in no event more than
two Business Days after the Sub-Servicer's receipt thereof, all proceeds of
Mortgage Loans received by the Sub-Servicer less its servicing compensation to
the extent permitted by the Sub-Servicing Agreement. The Sub-Servicer shall
thereafter remit such proceeds to the Servicer for deposit in the Collection
Account not later than two Business Days after the deposit of such amounts in
the Sub-Servicing Account. For purposes of this Agreement, the Servicer shall be
deemed to have received payments on the Mortgage Loans when the Sub-Servicer
receives such payments.

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

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

     SECTION 3.10 Collection Account and Distribution Account.

     (a) On behalf of the Trust Fund, the Servicer shall establish and maintain
one or more separate, segregated trust accounts (such account or accounts, the
"Collection Account"), held in trust for the benefit of the Trust Administrator,
the Trustee and the Certificateholders. On behalf of the Trust Fund, the
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 two Business Days after
the Servicer's receipt thereof, and shall thereafter deposit in the Collection
Account, in no event more than one Business Day after the deposit of such funds
into the clearing account, as and when received or as otherwise required
hereunder, the following payments and collections received or made by it from
and after the Cut-off Date (other than in respect of principal or interest on
the related Mortgage Loans due on or before the Cut-off Date), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off
Date but allocable to a Due Period subsequent thereto:

          (i) all payments on account of principal, including Principal
     Prepayments (but not Prepayment Charges), on the Mortgage Loans;

          (ii) all payments on account of interest (net of the related Servicing
     Fee and any Prepayment Interest Excess) on each Mortgage Loan;

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

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

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

          (vi) all proceeds of any Mortgage Loan repurchased or purchased in
     accordance with Section 2.03 or Section 9.01;

          (vii) all amounts required to be deposited in connection with
     shortfalls in principal amount of Qualified Substitute Mortgage Loans
     pursuant to Section 2.03; and

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

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

     The foregoing requirements for deposit in the Collection Accounts shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of late payment charges or assumption
fees (other than Prepayment Charges) need not be deposited by the Servicer in
the Collection Account. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

     (b) On behalf of the Trust Fund, the Trust Administrator, as agent for the
Trustee, shall establish and maintain one or more separate, segregated trust
accounts (such account or accounts, the "Distribution Account"), held in trust
for the benefit of the Certificateholders. On behalf of the Trust Fund, the
Servicer shall deliver to the Trust Administrator in immediately available funds
for deposit in the Distribution Account on or before 4:00 p.m. New York time (i)
on the Servicer Remittance Date, that portion of the Available Distribution
Amount (calculated without regard to the subtraction therefrom of the Credit
Risk Manager Fee) for the related Distribution Date then on deposit in the
Collection Account, the amount of all Prepayment Charges collected during the
applicable Prepayment Period by the Servicer and Servicer Prepayment Charge
Payment Amounts in connection with the Principal Prepayment of any of the
Mortgage Loans then on deposit in the Collection Account and (ii) on each
Business Day as of the commencement of which the balance on deposit in the
Collection Account exceeds $[_______] following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if the Collection
Account constitutes an Eligible Account solely pursuant to clause (ii) of the
definition of "Eligible Account." If the balance on deposit in the Collection
Account exceeds $[_______] as of the commencement of business on any Business
Day and the Collection Account constitutes an Eligible Account solely pursuant
to clause (ii) of the definition of "Eligible Account," the Servicer shall, on
or before 4:00 p.m. New York time on such Business Day, withdraw from the
Collection Account any and all amounts payable or reimbursable to the Depositor,
the Servicer, the Trustee, the Trust Administrator, the Seller or any
Sub-Servicer pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.

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

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

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

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

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

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

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

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

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

     SECTION 3.11 Withdrawals from the Collection Account and Distribution
Account.

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

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

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

          (iii) subject to Section 3.16(d), to pay the Servicer or any
     Sub-Servicer (A) any unpaid Servicing Fees, (B) any unreimbursed Servicing
     Advances with respect to each Mortgage Loan, but only to the extent of any
     Liquidation Proceeds, Insurance Proceeds or other amounts as may be
     collected by the Servicer from a Mortgagor, or otherwise received with
     respect to such Mortgage Loan and (C) without limiting any right of
     withdrawal set forth in clause (vi) below, any Servicing Advances made with
     respect to a Mortgage Loan that, following the final liquidation of a
     Mortgage Loan are Nonrecoverable Advances, but only to the extent that Late
     Collections, Liquidation Proceeds and Insurance Proceeds received with
     respect to such Mortgage Loan are insufficient to reimburse the Servicer or
     any Sub-Servicer for such Servicing Advances;

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

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

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

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

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

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

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

     The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Collection Account, to the extent held by or on behalf of it, pursuant to
subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Servicer
shall provide written notification to the Trustee and the Trust Administrator,
on or prior to the next succeeding Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclause (vii) above.
Reconciliations will be prepared by the Servicer for the Collection Account
within 30 calendar days after the bank statement cut-off date. All items
requiring reconciliation will be resolved within 90 calendar days of their
original identification.

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

          (i) to make distributions to the Cap Account in accordance with
     Section 4.08;

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

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

          (iv) to reimburse the Trust Administrator or the Trustee pursuant to
     Section 7.02;

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

          (vi) to pay any Extraordinary Trust Fund Expenses;

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

          (viii) to pay the Credit Risk Manager the Credit Risk Manager Fee; and

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

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

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

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

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

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

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

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

     SECTION 3.13 [Reserved].

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

     (a) The Servicer shall cause to be maintained for each Mortgage Loan fire
insurance with extended coverage on the related Mortgaged Property in an amount
which is at least equal to the least of (i) the current principal balance of
such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage
or loss to the improvements that are a part of such property on a replacement
cost basis and (iii) the maximum insurable value of the improvements which are a
part of such Mortgaged Property, in each case in an amount not less than such
amount as is necessary to avoid the application of any coinsurance clause
contained in the related hazard insurance policy. The Servicer shall also cause
to be maintained fire insurance with extended coverage on each REO Property in
an amount which is at least equal to the lesser of (i) the maximum insurable
value of the improvements which are a part of such property and (ii) the
outstanding principal balance of the related Mortgage Loan at the time it became
an REO Property, plus accrued interest at the Mortgage Rate and related
Servicing Advances. The Servicer will comply in the performance of this
Agreement with all reasonable rules and requirements of each insurer under any
such hazard policies. Any amounts to be collected by the Servicer under any such
policies (other than amounts to be applied to the restoration or repair of the
property subject to the related Mortgage or amounts to be released to the
Mortgagor in accordance with the procedures that the Servicer would follow in
servicing loans held for its own account, subject to the terms and conditions of
the related Mortgage and Mortgage Note) shall be deposited in the Collection
Account, subject to withdrawal pursuant to Section 3.11, if received in respect
of a Mortgage Loan, or in the REO Account, subject to withdrawal pursuant to
Section 3.23, if received in respect of an REO Property. Any cost incurred by
the Servicer in maintaining any such insurance shall not, for the purpose of
calculating distributions to Certificateholders, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. If the Mortgaged Property
or REO Property is at any time in an area identified in the Federal Register by
the Federal Emergency Management Agency as having special flood hazards, the
Servicer will cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the lesser of (i)
the unpaid principal balance of the related Mortgage Loan and (ii) the maximum
amount of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).

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

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

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

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

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

     SECTION 3.16 Realization Upon Defaulted Mortgage Loans.

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

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

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

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

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

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

     (c) [Reserved].

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

     SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.

     (a) Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer of a notification that payment in full shall be escrowed in a manner
customary for such purposes, the Servicer will immediately notify the related
Custodian, on behalf of the Trustee, by a Request for Release in the form of
Exhibit E (which certification shall include a statement to the effect that all
amounts received or to be received in connection with such payment which are
required to be deposited in the Collection Account pursuant to Section 3.10 have
been or will be so deposited) of a Servicing Officer and shall request that the
related Custodian, on behalf of the Trustee, deliver to it the Mortgage File.
Upon receipt of such certification and request, the related Custodian, on behalf
of the Trustee, shall promptly release the related Mortgage File to the
Servicer, and the Servicer is authorized to cause the removal from the
registration on the MERS(R) System of any such Mortgage, if applicable, and to
execute and deliver, on behalf of the Trustee and the Certificateholders or any
of them, any and all instruments of satisfaction or cancellation or of partial
or full release. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account or the Distribution Account.

     The Trustee (or a Custodian on its behalf) shall, at the written request
and expense of any Certificateholder, provide a written report to such
Certificateholder of all Mortgage Files released to the Servicer for servicing
purposes.

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

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

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

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

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

     SECTION 3.20 Statement as to Compliance.

     The Servicer shall deliver to the Trustee, the Trust Administrator, the
Depositor and the Rating Agencies on or before March 15 of each year, commencing
in 2007, an officer's certificate (an "Annual Statement of Compliance"),
certifying that with respect to the period ending December 31st of the prior
year: (i) the Servicer or such Servicing Officer, as applicable, has reviewed
the activities of the Servicer during the preceding calendar year or portion
thereof and its performance under this Agreement or other applicable servicing
agreement and (ii) to the best of the Servicer's or such Servicing Officer's, as
applicable, knowledge, based on such review, the Servicer has performed and
fulfilled its duties, responsibilities and obligations under this Agreement or
other applicable servicing agreement in all material respects throughout such
year, or, if there has been a failure to fullfill of any such duties,
responsibilities or obligations, in any material respect, specifying each such
failure known to such Servicing Officer and the nature and status of cure
provisions thereof. Copies of any such statement shall be provided by the Trust
Administrator to any Certificateholder and to any Person identified to the Trust
Administrator as a prospective transferee of a Certificate, upon request at the
expense of the requesting party, provided such statement is delivered by the
Servicer to the Trust Administrator. In addition to the foregoing, the Servicer
will, to the extent reasonable, give any other servicing information required by
the Securities and Exchange Commission pursuant to applicable law. The Servicer
shall indemnify and hold harmless the Depositor and its officers, directors and
Affiliates from and against any actual losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses that such Person may sustain based upon a breach of
the Servicer's obligations under this Section 3.20. Such Annual Statement of
Compliance shall contain no restrictions or limitations on its use. In the event
that the Servicer has delegated any servicing responsibilities with respect to
the Mortgage Loans serviced by it to a Sub-Servicer, the Servicer shall deliver
an officer's certificate of the Sub-Servicer as described above as to each
Sub-Servicer as and when required with respect to the Servicer.

     If the Servicer cannot deliver the Annual Statement of Compliance by March
15th of such year, the Trustee, at its sole option, may permit a cure period for
the related Servicer to deliver such Annual Statement of Compliance, but in no
event later than March 30th of such year.

     Failure of the Servicer to timely comply with this Section 3.20 shall be
deemed an Servicer Event of Termination, automatically, without notice and
without any cure period, and the Trustee may, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Servicer for the same.
This paragraph shall supercede any other provision in this Agreement or any
other agreement to the contrary.

     SECTION 3.21 Assessments of Compliance and Attestation Reports.

     On and after January 1, 2006, each of the Servicer and the Trustee shall
service and administer the Mortgage Loans in accordance with all applicable
requirements of the Servicing Criteria (as set forth in Exhibit [__]). Each of
the Servicer and the Trustee shall deliver to the Depositor (and, in the case of
the Servicer, the Trustee) on or before March 15th of each calendar year
beginning in 2007, a report (an "Assessment of Compliance") reasonably
satisfactory to the Depositor regarding the Servicer's and Trustee's assessment
of compliance with the applicable Servicing Criteria during the preceding
calendar year as required by Rules 13a-18 and 15d-18 of the Exchange Act and
Item 1122 of Regulation AB, which as of the date hereof, require a report by an
authorized officer of the Servicer or the Trustee that contains the following:

     (a) A statement by such officer of its responsibility for assessing
compliance with the Servicing Criteria applicable to the Servicer or the
Trustee;

     (b) A statement by such officer that such officer used the Servicing
Criteria to assess compliance with the Servicing Criteria applicable to the
Servicer or the Trustee;

     (c) An assessment by such officer of the Servicer's or Trustee's compliance
with the applicable Servicing Criteria for the period consisting of the
preceding calendar year, including disclosure of any material instance of
noncompliance with respect thereto during such period, which assessment shall be
based on the activities it performs with respect to asset-backed securities
transactions taken as a whole involving the Servicer or the Trustee, as
applicable, that are backed by the same asset type as the Mortgage Loans;

     (d) A statement that a registered public accounting firm has issued an
attestation report on the Servicer's or Trustee's Assessment of Compliance for
the period consisting of the preceding calendar year; and

     (e) A statement as to which of the Servicing Criteria, if any, are not
applicable to the Servicer or Trustee, which statement shall be based on the
activities it performs with respect to asset-backed securities transactions
taken as a whole involving the Servicer or Trustee, that are backed by the same
asset type as the Mortgage Loans.

     Such report at a minimum shall address each of the Servicing Criteria
specified on a certification substantially in the form of Exhibit [___] hereto
delivered to the Depositor (and, in the case of the Servicer, the Trustee)
concurrently with the execution of this Agreement.

     On or before March 15th of each calendar year beginning in 2007, each of
the Servicer and the Trustee shall furnish to the Depositor (and, in the case of
the Servicer, the Trustee) a report (an "Attestation Report") by a registered
public accounting firm that attests to, and reports on, the Assessment of
Compliance made by the Servicer or the Trustee, as applicable, as required by
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation AB,
which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight
Board.

     Each of the Servicer and the Trustee shall cause any servicer, and each
subcontractor determined by the Servicer or the Trustee, as applicable, to be
"participating in the servicing function" within the meaning of Item 1122 of
Regulation AB, to deliver to the Depositor (and, in the case of the Servicer,
the Trustee) an assessment of compliance and accountants' attestation.

     If the Servicer or the Trustee cannot deliver the related Assessment of
Compliance or Attestation Report by March 15th of such year, the Depositor, at
its sole option, may permit a cure period for the Servicer or the Trustee, as
applicable, to deliver such Assessment of Compliance or Attestation Report, but
in no event later than March 30th of such year.

     Failure of the Servicer to timely comply with this Section 3.21 shall be
deemed a Servicer Event of Termination, automatically, without notice and
without any cure period, and the Trustee may, in addition to whatever rights the
Trustee may have under this Agreement and at law or equity or to damages,
including injunctive relief and specific performance, terminate all the rights
and obligations of the Servicer under this Agreement and in and to the Mortgage
Loans and the proceeds thereof without compensating the Servicer for the same.
This paragraph shall supercede any other provision in this Agreement or any
other agreement to the contrary.

     SECTION 3.22 Access to Certain Documentation.

     The Servicer shall provide to the Office of the Controller of the Currency,
the Office of Thrift Supervision, the FDIC, and any other federal or state
banking or insurance regulatory authority that may exercise authority over any
Certificateholder, access to the documentation regarding the Mortgage Loans
required by applicable laws and regulations. Such access shall be afforded
without charge, but only upon reasonable request and during normal business
hours at the offices of the Servicer designated by it. Payments on the Mortgage
Loans, including any Principal Prepayments in full, made in accordance with the
related Mortgage File will be entered into the Servicer's set of records no more
than two Business Days after receipt, and allocated to principal or interest as
specified in the related Mortgage File. In addition, access to the documentation
regarding the Mortgage Loans required by applicable laws and regulations will be
provided to such Certificateholder, the Trustee, the Trust Administrator and to
any Person identified to the Servicer as a prospective transferee of a
Certificate subject to the execution of a confidentiality agreement in form and
substance satisfactory to the servicer, upon reasonable request during normal
business hours at the offices of the Servicer designated by it at the expense of
the Person requesting such access. Nothing in this Section 3.22 shall derogate
from the obligation of any such party to observe any applicable law prohibiting
disclosure of information regarding the Mortgagors and the failure of any such
party to provide access as provided in this Section as a result of such
obligation shall not constitute a breach of this Section 3.22.

     SECTION 3.23 Title, Management and Disposition of REO Property.

     (a) The deed or certificate of sale of any REO Property shall be taken in
the name of the Trustee, or its nominee, in trust for the benefit of the
Certificateholders. The Servicer, on behalf of the Trust Fund, shall either sell
any REO Property before the close of the third taxable year following the year
the Trust Fund acquires ownership of such REO Property for purposes of Section
860G(a)(8) of the Code or request from the Internal Revenue Service, no later
than 60 days before the day on which the above three-year grace period would
otherwise expire, an extension of the above three-year grace period, unless the
Servicer shall have delivered to the Trustee, the Trust Administrator and the
Depositor an Opinion of Counsel, addressed to the Trustee, the Trust
Administrator and the Depositor, to the effect that the holding by the Trust
Fund of such REO Property subsequent to the close of the third taxable year
after its acquisition will not result in the imposition on the Trust Fund of
taxes on "prohibited transactions" thereof, as defined in Section 860F of the
Code, or cause any Trust REMIC to fail to qualify as a REMIC under Federal law
at any time that any Certificates are outstanding. The Servicer shall manage,
conserve, protect and operate each REO Property for the Certificateholders
solely for the purpose of its prompt disposition and sale in a manner which does
not cause such REO Property to fail to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code or result in the receipt by any
Trust 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.

     (b) The Servicer shall segregate and hold all funds collected and received
in connection with the operation of any REO Property separate and apart from its
own funds and general assets and shall establish and maintain with respect to
REO Properties an account held in trust for the Trustee for the benefit of the
Certificateholders (the "REO Account"), which shall be an Eligible Account. The
Servicer shall be permitted to allow the Collection Account to serve as the REO
Account, subject to separate ledgers for each REO Property. The Servicer shall
be entitled to retain or withdraw any interest income paid on funds deposited in
the REO Account. (c) The Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement, to do any
and all things in connection with any REO Property as are consistent with the
manner in which the Servicer manages and operates similar property owned by the
Servicer or any of its Affiliates, all on such terms and for such period as the
Servicer deems to be in the best interests of Certificateholders. In connection
therewith, the Servicer shall deposit, or cause to be deposited in the clearing
account (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
two Business Days after the Servicer's receipt thereof, and shall thereafter
deposit in the REO Account, in no event more than one Business Day after the
deposit of such funds into the clearing account, all revenues received by it
with respect to an REO Property and shall withdraw therefrom funds necessary for
the proper operation, management and maintenance of such REO Property including,
without limitation:

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

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

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

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

     Notwithstanding the foregoing, none of the Servicer, the Trust
Administrator or the Trustee shall:

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

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

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

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

unless, in any such case, the Servicer has obtained an Opinion of Counsel,
provided to the Trust Administrator and the Trustee, to the effect that such
action will not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code at any time that
it is held by the Trust Fund, in which case the Servicer may take such actions
as are specified in such Opinion of Counsel.

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

          (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 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 3.23(c) relating to any
     such contract or to actions taken through any such Independent Contractor
     shall be deemed to relieve the Servicer of any of its duties and
     obligations to the Trustee on behalf of the Certificateholders with respect
     to the operation and management of any such REO Property; and

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

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

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

     (e) Subject to the time constraints set forth in Section 3.23(a), and
further subject to obtaining the approval of the insurer under any related
Primary Mortgage Insurance Policy (if and to the extent that such approvals are
necessary to make claims under such policies in respect of the affected REO
Property), each REO Disposition shall be carried out by the Servicer at such
price and upon such terms and conditions as the Servicer shall deem necessary or
advisable, as shall be normal and usual in its general servicing activities for
similar properties.

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

     (g) The Servicer shall file information returns with respect to the receipt
of mortgage interest received in a trade or business, reports of foreclosures
and abandonments of any Mortgaged Property and cancellation of indebtedness
income with respect to any Mortgaged Property as required by Sections 6050H,
6050J and 6050P of the Code, respectively. Such reports shall be in form and
substance sufficient to meet the reporting requirements imposed by such Sections
6050H, 6050J and 6050P of the Code.

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

     The Servicer shall deliver to the Trust Administrator for deposit into the
Distribution Account on or before 4:00 p.m. New York time on the Servicer
Remittance Date from its own funds (or from a Sub-Servicer's own funds received
by the Servicer in respect of Compensating Interest) an amount equal to the
lesser of (i) the aggregate of the Prepayment Interest Shortfalls for the
related Distribution Date resulting from full or partial Principal Prepayments
during the related Prepayment Period and (ii) the applicable Compensating
Interest Payment.

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

     In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by
the Servicer in a manner not consistent with the terms of the related Mortgage
Note and this Agreement, the Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Trust Administrator for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Trust Fund, the Trustee, the Trust
Administrator, the Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. If amounts paid by the Servicer with respect to any Mortgage Loan
pursuant to this Section 3.25 are subsequently recovered from the related
Mortgagor, the Servicer shall be permitted to reimburse itself for such amounts
paid by it pursuant to this Section 3.25 from such recoveries.

     SECTION 3.26 Commission Reporting.

     (a) (i) Within 15 days after each Distribution Date, the Trustee shall, in
accordance with industry standards, file with the Commission via the Electronic
Data Gathering and Retrieval System ("EDGAR"), a Distribution Report on Form
10-D (which shall, if applicable, provide the information required by each of
the items set forth in Part II thereof) with a copy of the monthly statement to
be furnished by the Trustee to the Certificateholders for such Distribution Date
and detailing all data elements specified in Item 1121(a) of Regulation AB as an
exhibit thereto; provided that the Trustee shall have received no later than 10
days prior to the date such Distribution Report on Form 10-D is required to be
filed, the following information:

          (A) Notice of any material modifications, extensions or waivers to
     Mortgage Loan terms, fees, penalties or payments during the distribution
     period or that have cumulatively become material over time from the
     Servicer;

          (B) Notice of any new issuance of asset-backed securities backed by
     the same asset pool, any pool asset changes, such as Mortgage Loan
     substitutions and repurchases, and cash flows available for future
     purchases, if applicable, from the Depositor, the Seller or Servicer;

          (C) A brief description of any legal proceedings pending, including
     proceedings known to be contemplated by governmental authorities, against
     the Depositor, the Seller and the Servicer or of which any property of the
     foregoing is the subject, that is material to Certificateholders from each
     of the Depositor, the Seller and the Servicer if applicable;

          (D) The information required by Item 2 of Part II of Form 10-Q
     regarding any sale of securities that are either backed by the same asset
     pool or are otherwise issued by the issuer, regardless of whether the
     transaction was registered under the Securities Act of 1933 during the
     period covered by the report from the Depositor;

          (E) The information required by Item 3 of Part II of Form 10-Q with
     respect to defaults upon the senior securities during the period covered by
     the report, from the Depositor;

          (F) Any information required to be disclosed in a report on Form 8-K
     during the period covered by the report on the Form 10-D, but not reported,
     whether or not otherwise required by the Form 10-D from the Depositor and
     the Servicer; and

          (G) Any exhibits to the Form 10-D from the Depositor.

     (ii) The Trustee will prepare and file Current Reports on Form 8-K in
respect of the Trust at the direction and expense of the Depositor, provided,
that, the Depositor, the Seller or the Servicer shall have timely notified the
Trustee of an item reportable on a Current Report on Form 8-K and shall have
delivered to the Trustee no later than two Business Days prior to the filing
deadline for such Current Report, all information, data, and exhibits required
to be provided or filed with such Current Report with respect to:

          (A) Any entry into a material definitive agreement, any termination of
     a material definitive agreement and any bankruptcy or receivership of the
     Depositor, the Seller or the Servicer (including any servicer that does not
     sign this Agrement and any Sub-Servicer that signs a Sub-Servicing
     agreement) from the Depositor, the Seller or the Servicers as applicable;

          (B) Any material modification to the rights of Certificateholders,
     amendments of the articles of incorporation or bylaws or a change of the
     fiscal year of any transaction party from each of the Depositor, the Seller
     or the Servicer as applicable; and

          (C) Any Securities Act update provided by the Depositor.

     (iii) Prior to January 30th in each year commencing in 2007, the Trustee
shall, in accordance with industry standards, file a Form 15 Suspension Notice
with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and
(y) unless and until a Form 15 Suspension Notice shall have been filed, prior to
March 15th of each year thereafter, the Servicer shall provide the Trustee with
an Annual Compliance Statement, together with a copy of the Assessment of
Compliance and Attestation Report to be delivered by the Servicer pursuant to
Sections 3.20 and 3.21. Prior to (x) March 31, 2007 and (y) unless and until a
Form 15 Suspension Notice shall have been filed, March 31st of each year
thereafter, the Trustee shall, subject to subsection (d) below, file a Form
10-K, in substance conforming to industry standards, with respect to the Trust
Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation
Report, Annual Compliance Statements and other documentation provided by the
Servicer pursuant to Sections 3.20 and 3.21 and a certification in the form
attached hereto as Exhibit R-1 (the "Depositor Certification"), which shall be
signed by the senior officer of the Depositor in charge of securitization. The
Depositor, the Seller and the Servicers shall provide the Trustee with the
following information, as applicable, no later than March 15th of each calendar
year prior to the filing deadline for the Form 10-K:

          (A) Any exhibits or financial statement schedules required by Item 15
     of Form 10-K from each of the Depositor, the Seller and the Masteer
     Servicer;

          (B) A description of any legal proceedings pending, including
     proceedings known to be contemplated by governmental authorities, against
     the Depositor, the Seller and the Servicer or of which any property of the
     foregoing is the subject, that is material to Certificateholders from each
     of the Depositor, the Seller and the Servicer, if applicable;

          (C) A description of any affiliations between the transaction parties
     pursuant to Item 1119 of Regulation AB from the Depositor; and

          (D) The Assessment of Compliance, Attestation Report, Annual
     Compliance Statements and other documentation provided by the Servicer
     pursuant to Sections 3.20 and 3.21.

     (b) 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. The Depositor agrees to promptly furnish to
the Trustee, from time to time upon request, such further information, reports
and financial statements within its control related to this Agreement, the
Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file
all necessary reports with the Commission. The Trustee shall have no
responsibility to file any items other than those specified in this Section
3.25; provided, however, the Trustee will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Copies of all reports filed by the Trustee under the
Exchange Act shall be sent to the Depositor electronically or at the addressed
set forth in Section 11.05. Fees and expenses incurred by the Trustee in
connection with this Section 3.25 shall not be reimbursable from the Trust Fund.

     (c) 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 Depositor
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 Depositor
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).

     The Trustee shall subject to the provisions of Sections 8.01 and 8.02
hereof, 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 third party claims
relating to information included in any Form 10-K provided by the Trustee other
than any losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs arising out of third party claims
relating to information contained in the Depositor Certification, the Assessment
of Compliance, Attestation Report, Annual Compliance Statements and other
documentation provided by the Servicer pursuant to Sections 3.20 and 3.21. 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 3.25 or the Trustee's
negligence, bad faith or willful misconduct in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Depositor, then the Trustee, in connection with a breach of the
Trustee's obligations under this Section 3.25 or the Trustee's negligence, bad
faith or willful misconduct in connection therewith, agrees that it shall
contribute to the amount paid or payable by the Depositor as a result of the
losses, claims, damages or liabilities of the Depositor in such proportion as is
appropriate to reflect the relative fault of the Depositor on the one hand and
the Trustee on the other.

     (d) Nothing shall be construed from the foregoing subsections (a), (b) and
(c) to require the Trustee or any officer, director or Affiliate thereof to sign
any Form 10-K or any certification contained therein. Furthermore, the inability
of the Trustee to file a Form 10-K as a result of the lack of required
information as set forth in Section 3.25(a) or required signatures on such Form
10-K or any certification contained therein shall not be regarded as a breach by
the Trustee of any obligation under this Agreement.

     (e) 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.

     (f) 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.

     (g) To the extent that, following the Closing Date, the Depositor certifies
that reports and certifications differing from those required under this Section
3.22(b) comply with the reporting requirements under the Exchange Act, the
Trustee hereby agrees that it will reasonably cooperate to amend the provisions
of this Section 3.22(b) in order to comply with such amended reporting
requirements and such amendment of this Section 3.22(b). 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.

     Each of the parties acknowledges and agrees that the purpose of Sections
3.20, 3.21 and this Section 3.25 of this Agreement is to facilitate compliance
by the Depositor with the provisions of Regulation AB promulgated by the
Commission under the 1934 Act (17 C.F.R. ss.ss. 229.1100 - 229.1123), as such
may be amended from time to time and subject to clarification and interpretive
advice as may be issued by the staff of the Commission from time to time.
Therefore, each of the parties agrees that (a) the obligations of the parties
hereunder shall be interpreted in such a manner as to accomplish that purpose,
(b) the parties' obligations hereunder will be supplemented and modified as
necessary to be consistent with any such amendments, interpretive advice or
guidance, convention or consensus among active participants in the asset-backed
securities markets, advice of counsel, or otherwise in respect of the
requirements of Regulation AB, (c) the parties shall comply with requests made
by the Depositor for delivery of additional or different information as the
Depositor may determine in good faith is necessary to comply with the provisions
of Regulation AB, and (d) no amendment of this Agreement shall be required to
effect any such changes in the parties' obligations as are necessary to
accommodate evolving interpretations of the provisions of Regulation AB.

     SECTION 3.27 Advance Facility.

     (a) Either (i) the Servicer or (ii) the Trust Administrator, on behalf of
the Trust Fund, with the consent of and at the direction of the Servicer, is
hereby authorized to enter into a facility with any Person which provides that
such Person (an "Advancing Person") may fund P&I Advances and/or Servicing
Advances to the Trust Fund under this Agreement, although no such facility shall
reduce or otherwise affect the Servicer's obligation to fund such P&I Advances
and/or Servicing Advances. If the Servicer enters into such an Advance Facility
pursuant to this Section 3.26, upon reasonable request of the Advancing Person,
the Trust Administrator shall execute a letter of acknowledgment, confirming its
receipt of notice of the existence of such Advance Facility. If the Trust
Administrator enters into such an Advance Facility pursuant to this Section
3.26, the Servicer shall also be a party to such Advance Facility. To the extent
that an Advancing Person funds any P&I Advance or any Servicing Advance and
provides the Trust Administrator with notice acknowledged by the Servicer that
such Advancing Person is entitled to reimbursement, such Advancing Person shall
be entitled to receive reimbursement pursuant to this Agreement for such amount
to the extent provided in Section 3.26(b). Such notice from the Advancing Person
must specify the amount of the reimbursement, the Section of this Agreement that
permits the applicable P&I 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 Trust Administrator, rather than the Servicer, and
include the Servicer's acknowledgment thereto or proof of an Event of Default
under the Advance Facility. The Trust Administrator shall have no duty or
liability with respect to any calculation of any reimbursement to be paid to an
Advancing Person and shall be entitled to rely without independent investigation
on the Advancing Person's notice provided pursuant to this Section 3.26. An
Advancing Person whose obligations hereunder are limited to the funding of P&I
Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Servicer or a Sub-Servicer pursuant to Section 3.02 hereof
and will not be deemed to be a Sub-Servicer under this Agreement.

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

     (c) All P&I 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) Any amendment to this Section 3.26 or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an Advance
Facility as described generally in this Section 3.26, including amendments to
add provisions relating to a successor servicer, may be entered into by the
Trustee, the Trust Administrator and the Servicer without the consent of any
Certificateholder, notwithstanding anything to the contrary in this Agreement.


<PAGE>


                                   ARTICLE IV


                         PAYMENTS TO CERTIFICATEHOLDERS

     SECTION 4.01 Distributions.

     (a) (1) On each Distribution Date, the Trust Administrator shall, first,
withdraw from the Distribution Account an amount equal to the Credit Risk
Manager Fee for such Distribution Date and shall pay such amount to the Credit
Risk Manager and, second, withdraw from the Distribution Account an amount equal
to the Available Distribution Amount for such Distribution Date and shall
distribute the following amounts, in the following order of priority:

     (I) On each Distribution Date, the Group I Interest Remittance Amount shall
be distributed to the Certificateholders in the following order of priority:

          (i) to the Holders of the Group I Certificates, the Senior Interest
     Distribution Amount related to such Certificates; and

          (ii) concurrently, to the Holders of each Class of Group II
     Certificates, on a PRO RATA basis based on the entitlement of each such
     Class, the Senior Interest Distribution Amount for each such Class,
     remaining undistributed after the distribution of the Group II Interest
     Remittance Amount, as set forth in Section 4.01(a)(1)(II)(i) below.

     (II) On each Distribution Date, the Group II Interest Remittance Amount
shall be distributed to the Certificateholders in the following order of
priority:

          (i) concurrently, to the Holders of each Class of Group II
     Certificates, on a PRO RATA basis based on the entitlement of each such
     Class, the Senior Interest Distribution Amount related to such
     Certificates; and

          (ii) to the Holders of the Group I Certificates, the Senior Interest
     Distribution Amount related to such Certificates, remaining undistributed
     after the distribution of the Group I Interest Remittance Amount, as set
     forth in Section 4.01(a)(1)(I)(i) above.

     (III) On each Distribution Date, following the distributions made pursuant
to Section 4.01(a)(1)(I) and (II) above, any remaining Group I Interest
Remittance Amount and Group II Interest Remittance Amount will be distributed
sequentially to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and
Class M-13 Certificates, in that order, in an amount equal to the Interest
Distribution Amount for each such Class.

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

          (i) to the Holders of the Group I Certificates, until the Certificate
     Principal Balance of such Class has been reduced to zero; and

          (ii) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(4) below), after taking into account the distribution of the Group
     II Principal Distribution Amount, as described in Section 4.01(a)(2)(II)(i)
     below, until the Certificate Principal Balances of such Classes have been
     reduced to zero.

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

          (i) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(4) below), until the Certificate Principal Balances of such Classes
     have been reduced to zero; and

          (ii) to the Holders of the Group I Certificates, after taking into
     account the distribution of the Group I Principal Distribution Amount, as
     described in Section 4.01(a)(2)(I)(i) above, until the Certificate
     Principal Balance of such Class has been reduced to zero.

     (III) On each Distribution Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date shall be distributed sequentially to
the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
Class M-8, Class M-9, Class M-10, Class M-11, Class M-12 and Class M-13
Certificates, in that order, in each case, until the Certificate Principal
Balance of such Class has been reduced to zero.

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

          (i) to the Holders of the Group I Certificates, the Group I Senior
     Principal Distribution Amount, until the Certificate Principal Balance of
     such Class has been reduced to zero; and

          (ii) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(4) below), after taking into account the distribution of the Group
     II Principal Distribution Amount, as described in Section 4.01(a)(2)(V)(i)
     below, up to an amount equal to the Group II Senior Principal Distribution
     Amount remaining undistributed, until the Certificate Principal Balances of
     such Classes have been reduced to zero.

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

          (i) to the Holders of the Group II Certificates (allocated among the
     Classes of Group II Certificates in the priority described in Section
     4.01(a)(4) below), the Group II Senior Principal Distribution Amount, until
     the Certificate Principal Balances of such Classes have been reduced to
     zero; and

          (ii) to the Holders of the Group I Certificates, after taking into
     account the distribution of the Group I Principal Distribution Amount, as
     described in Section 4.01(a)(2)(IV)(i) above, up to an amount equal to the
     Group I Senior Principal Distribution Amount remaining undistributed, until
     the Certificate Principal Balance of such Class has been reduced to zero.

     (VI) On each Distribution Date (a) on or after the Stepdown Date and (b) on
which a Trigger Event is not in effect, the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date shall be distributed in the following
order of priority:

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

          (ii) 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;

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

          (iv) to the Holders of the Class M-4 Certificates, the Class M-4
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (v) to the Holders of the Class M-5 Certificates, the Class M-5
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (vi) to the Holders of the Class M-6 Certificates, the Class M-6
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (vii) to the Holders of the Class M-7 Certificates, the Class M-7
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (viii) to the Holders of the Class M-8 Certificates, the Class M-8
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (ix) to the Holders of the Class M-9 Certificates, the Class M-9
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (x) to the Holders of the Class M-10 Certificates, the Class M-10
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (xi) to the Holders of the Class M-11 Certificates, the Class M-11
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero;

          (xii) to the Holders of the Class M-12 Certificates, the Class M-12
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero; and

          (xiii) to the Holders of the Class M-13 Certificates, the Class M-13
     Principal Distribution Amount, until the Certificate Principal Balance
     thereof has been reduced to zero.

     (3) On each Distribution Date, the Net Monthly Excess Cashflow shall be
distributed by the Trust Administrator as follows:

          (i) to the Holders of the Class or Classes of Certificates then
     entitled to receive distributions in respect of principal, as part of the
     Principal Distribution Amount in an amount equal to the
     Overcollateralization Increase Amount for the Certificates, without taking
     into account amounts, if any, received under the cap contract,
     distributable as part of the Group I Principal Distribution Amount and the
     Group II Principal Distribution Amount;

          (ii) sequentially, to the Holders of the Class M-1, Class M-2, Class
     M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
     Class M-10, Class M-11, Class M-12 and Class M-13 Certificates in that
     order, in each case, in an amount equal to the Interest Carry Forward
     Amount allocable to such Class of Certificates;

          (iii) sequentially to the Holders of the Class M-1, Class M-2, Class
     M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
     Class M-10, Class M-11, Class M-12 and Class M-13 Certificates, in that
     order, in each case up to the related Allocated Realized Loss Amount
     related to each such Class of Certificates for such Distribution Date;

          (iv) to the Net WAC Rate Carryover Reserve Account, any Net WAC Rate
     Carryover Amounts for the Floating Rate Certificates, without taking into
     account amount, if any, received under the cap contract for such
     Distribution Date;

          (v) to the Holders of the Class CE Certificates, (a) the Interest
     Distribution Amount and any Overcollateralization Reduction Amount for such
     Distribution Date and (b) on any Distribution Date on which the aggregate
     Certificate Principal Balance of the Floating Rate Certificates have been
     reduced to zero, any remaining amounts in reduction of the Certificate
     Principal Balance of the Class CE Certificates, until the Certificate
     Principal Balance thereof has been reduced to zero; and

          (vi) to the Holders of the Class R Certificates, any remaining
     amounts; provided that if such Distribution Date is the Distribution Date
     immediately following the expiration of the latest Prepayment Charge term
     on a Mortgage Loan as identified on the Mortgage Loan Schedule or any
     Distribution Date thereafter, then any such remaining amounts will be
     distributed first, to the Holders of the Class P Certificates, until the
     Certificate Principal Balance thereof has been reduced to zero; and second,
     to the Holders of the Class R Certificates.

     (4) With respect to the Group II Certificates, all principal distributions
will be distributed sequentially, to the Class A-2A, Class A-2B, Class A-2C and
Class A-2D Certificates, in that order, until the respective Certificate
Principal Balance of each such Class has been reduced to zero, with the
exception that on any Distribution Date on which the aggregate Certificate
Principal Balance of the Mezzanine Certificates and the Class CE Certificates
has been reduced to zero, principal distributions will be allocated
concurrently, to the Class A-2A, Class A-2B, Class A-2C and Class A-2D
Certificates, on a pro rata basis based on the Certificate Principal Balances of
each such Class, until their respective Certificate Principal Balances have been
reduced to zero.

     (5) On each Distribution Date, after making the distributions of the
Available Distribution Amount as set forth above, the Trust Administrator will
withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of
amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover
Amount for such Distribution Date and distribute such amount in the following
order of priority:

          (i) concurrently, to the Class A Certificates, on a pro rata basis
     based on the Certificate Principal Balance for each such Class prior to any
     distributions of principal on such Distribution Date and then on a PRO RATA
     basis based on any remaining Net WAC Rate Carryover Amount for each such
     Class; and

          (ii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
     M-11, Class M-12 and Class M-13 Certificates, in that order, the related
     Net WAC Rate Carryover Amount.

     (6) On each Distribution Date, after making the distributions of the
Available Distribution Amount, Net Montly Excess Cashflow and amounts on the
deposit in the Net WAC Rate Carryover Reserve Account as set forth above, the
Trust Administrator, in its capacity as Cap Administrator, shall distribute the
amount on deposit in the Cap Account as follows:

          (i) concurrently, to each Class of Class A Certificates, the related
     Senior Interest Distribution Amount remaining undistributed after the
     distributions of the Group I Interest Remittance Amount and the Group II
     Interest Remittance Amount, on a PRO RATA basis based on such respective
     remaining Senior Interest Distribution Amount;

          (ii) 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 difference between (x) the Overcollateralization Deficiency
     Amount, if any, and (y) the amount distributed pursuant to Section
     4.01(d)(i) of this Agreement;

          (iii) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
     M-11, Class M-12 and Class M-13 Certificates, in that order, the related
     Interest Distribution Amount and Interest Carry Forward Amount, to the
     extent remaining undistributed after the distributions of the Group I
     Interest Remittance Amount, the Group II Interest Remittance Amount and the
     Net Monthly Excess Cashflow;

          (iv) sequentially to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10 and Class
     M-11, Class M-12 and Class M-13 Certificates, in that order, in each case
     up to the related Allocated Realized Loss Amount related to such
     Certificates for such Distribution Date remaining undistributed after
     distribution of the Net Monthly Excess Cashflow; (v) concurrently, to each
     Class of Class A Certificates, the related Net WAC Rate Carryover Amount
     remaining unpaid after distributions from the Net WAC Rate Carryover
     Reserve Account, on a PRO RATA basis based on such respective remaining Net
     WAC Rate Carryover Amounts; and

          (vi) sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4,
     Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class
     M-11, Class M-12 and Class M-13 Certificates, in that order, the related
     Net WAC Rate Carryover Amount remaining unpaid after distributions from the
     Net WAC Rate Carryover Reserve Account.

     (7) On each Distribution Date, the following amounts, in the following
order of priority, shall be distributed by REMIC I to REMIC II on account of the
REMIC I Regular Interests or withdrawn from the Distribution Account and
distributed to the holders of the Class R-I Interest, as the case may be:

          (i) to Holders of REMIC Regular Interest I-LTAA, REMIC I Regular
     Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest
     I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest
     I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
     REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I
     Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
     Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
     I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest I-LTM11,
     REMIC I Regular Interest I-LTM12, REMIC I Regular Interest I-LTM13, REMIC I
     Regular Interest I-LTZZ REMIC I Regular Interest I-LTP and REMIC I Regular
     Interest I-LTX, in an amount equal to (A) the Uncertificated Interest for
     such Distribution Date, plus (B) any amounts in respect thereof remaining
     unpaid from previous Distribution Dates. Amounts payable as Uncertificated
     Interest in respect of REMIC I Regular Interest I-LTZZ shall be reduced
     when the sum of the REMIC I Overcollateralized Amount is less than the
     REMIC I Required Overcollateralized Amount, by the lesser of (x) the amount
     of such difference and (y) the Maximum I-LTZZ Uncertificated Interest
     Deferral Amount and such amounts will be payable to the Holders of REMIC I
     Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2A, REMIC I Regular
     Interest I-LTA2B, REMIC I Regular Interest I-LTA2C, REMIC I Regular
     Interest I-LTA2D, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
     I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
     REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I
     Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
     Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC I Regular Interest
     I-LTM11, REMIC I Regular Interest I-LTM12 and REMIC I Regular Interest
     I-LTM13, in the same proportion as the Overcollateralization Increase
     Amount is allocated to the Corresponding Certificates and the
     Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be
     increased by such amount;

          (ii) to Holders of REMIC I Regular Interest I-LT1SUB, REMIC I Regular
     Interest I-LT1GRP, REMIC I Regular Interest I-LT2SUB, REMIC I Regular
     Interest I-LT2GRP and REMIC I Regular Interest I-LTXX, PRO RATA, in an
     amount equal to (A) the Uncertificated Interest for such Distribution Date,
     plus (B) any amounts in respect thereof remaining unpaid from previous
     Distribution Dates;

          (iii) to the Holders of REMIC I Regular Interests, in an amount equal
     to the remainder of the REMIC I Marker Allocation Percentage of the
     Available Distribution Amount for such Distribution Date after the
     distributions made pursuant to clause (i) above, allocated as follows:

               (a) [__]% of such remainder (less the amount payable in clause
          (v) below) to the Holders of REMIC I Regular Interest I-LTAA, until
          the Uncertificated Balance of such REMIC I Regular Interest is reduced
          to zero;

               (b) [__]% of such remainder (less the amount payable in clause
          (v) below) first, to the Holders of REMIC I Regular Interest I-LTA1,
          REMIC I Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B,
          REMIC I Regular Interest I-LTA2C, REMIC I Regular Interest I-LTA2D,
          REMIC I Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2,
          REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4,
          REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6,
          REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8,
          REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10,
          REMIC I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12 and
          REMIC I Regular Interest I-LTM13, and in the same proportion as
          principal payments are allocated to the Corresponding Certificates,
          until the Uncertificated Balances of such REMIC I Regular Interests
          are reduced to zero and second, to the Holders of REMIC I Regular
          Interest I-LTZZ, until the Uncertificated Balance of such REMIC I
          Regular Interest is reduced to zero; then

               (c) to the Holders of REMIC I Regular Interest I-LTP, 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 $[__] has been distributed
          pursuant to this clause; and

               (d) to the Holders of REMIC I Regular Interest I-LTX upon
          termination of the Trust pursuant to Article IX hereof; and

               (iv) to the Holders of REMIC I Regular Interests, in an amount
          equal to the remainder of the REMIC I Sub WAC Allocation Percentage of
          Available Funds for such Distribution Date after the distributions
          made pursuant to clause (ii) above, and such that distributions of
          principal shall be deemed to be made to the REMIC I Regular Interests
          first, so as to keep the Uncertificated Balance of each REMIC I
          Regular Interest ending with the designation "GRP" equal to [__]% of
          the aggregate Stated Principal Balance of the Mortgage Loans in the
          related Loan Group; second, to each REMIC I Regular Interest ending
          with the designation "SUB," so that the Uncertificated Balance of each
          such REMIC I Regular Interest is equal to [__]% of the excess of (x)
          the aggregate Stated Principal Balance of the Mortgage Loans in the
          related Loan Group over (y) the current Certificate Principal Balance
          of the Class A Certificate in the related Loan Group (except that if
          any such excess is a larger number than in the preceding distribution
          period, the least amount of principal shall be distributed to such
          REMIC I Regular Interests such that the REMIC I Subordinated Balance
          Ratio is maintained); and third, any remaining principal to REMIC I
          Regular Interest I-LTXX.

               (v) any remaining amount to the Holders of the Class R
          Certificates (as Holder of the Class R-I Interest).

     (b) On each Distribution Date, the Trust Administrator shall withdraw any
amounts then on deposit in the Distribution Account that represent Prepayment
Charges collected by the Servicer or any Sub-Servicer in connection with the
Principal Prepayment of any of the Mortgage Loans or any Servicer Prepayment
Charge Payment Amount and shall distribute such amounts to the Holders of the
Class P Certificates. Such distributions shall not be applied to reduce the
Certificate Principal Balance of the Class P Certificates.

     Following the foregoing distributions, an amount equal to the amount of
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the Highest Priority up to the extent
of such Realized Losses previously allocated to that Class of Certificates
pursuant to Section 4.04. An amount equal to the amount of any remaining
Subsequent Recoveries shall be applied to increase the Certificate Principal
Balance of the Class of Certificates with the next Highest Priority, up to the
amount of such Realized Losses previously allocated to that Class of
Certificates pursuant to Section 4.04. Holders of such Certificates will not be
entitled to any distribution in respect of interest on the amount of such
increases for any Interest Accrual Period preceding the Distribution Date on
which such increase occurs. Any such increases shall be applied to the
Certificate Principal Balance of each Certificate of such Class in accordance
with its respective Percentage Interest.

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

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

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

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

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

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

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

          (f) Notwithstanding anything to the contrary herein, (i) in no event
     shall the Certificate Principal Balance of a Class A Certificate or a
     Mezzanine Certificate be reduced more than once in respect of any
     particular amount allocated to such Certificate in respect of Realized
     Losses pursuant to Section 4.04 and (ii) in no event shall the
     Uncertificated Balance of a REMIC Regular Interest be reduced more than
     once in respect of any particular amount both (a) allocated to such REMIC
     Regular Interest in respect of Realized Losses pursuant to Section 4.04 and
     (b) distributed on such REMIC Regular Interest in reduction of the
     Uncertificated Balance thereof pursuant to this Section 4.01.

          SECTION 4.02 Statements to Certificateholders.

     On each Distribution Date, the Trust Administrator shall prepare and make
available on its website to each Holder of the Regular Certificates and the Cap
Provider, a statement as to the distributions made on such Distribution Date
setting forth:

     (i) the amount of the distribution made on such Distribution Date to the
Holders of Certificates of each such Class allocable to principal and the amount
of the distribution made on such Distribution Date to the Holders of the Class P
Certificates allocable to Prepayment Charges and the Certificate Principal
Balances of the Regular Certificates before and after any distributions of
principal;

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

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

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

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

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

     (vii) the number and aggregate unpaid principal balance of Mortgage Loans
in respect of which (1) one Monthly Payment is Delinquent, (2) two Monthly
Payments are Delinquent, (3) three Monthly Payments are Delinquent and (4)
foreclosure proceedings have begun;

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

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

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

     (xi) the aggregate amount of Realized Losses incurred during the related
Prepayment Period (or, in the case of Bankruptcy Losses allocable to interest,
during the related Due Period), separately identifying whether such Realized
Losses constituted Bankruptcy Losses;

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

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

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

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

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

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

     (xviii) [(a) the Delinquency Percentage, the numerator and the denominator
used to calculate the Delinquency Percentage and whether the Delinquency
Percentage exceeds the level set forth in clause (a) of the definition of
Trigger Event, (b) the Cumulative Realized Loss Percentage, the numerator and
the denominator used to calculate the Cumulative Realized Loss Percentage and
whether the Cumultaive Realized Loss Percentage exceeds the level set forth in
clause (b) of the definition of Trigger Event];

     (xix) the total cashflows received and the general sources thereof;

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

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

     (xxii) any Allocated Realized Loss Amount with respect to each Class of
Certificates for such Distribution Date;

     (xxiii) the amounts deposited into the Net WAC Rate Carryover Reserve
Account for such Distribution Date, the amounts withdrawn from such account and
distributed to each Class of Certificates, and the amounts remaining on deposit
in such account after all deposits into and withdrawals from such account on
such Distribution Date;

     (xxiv) the Net WAC Rate Carryover Amounts for each Class of Certificates,
if any, for such Distribution Date and the amounts remaining unpaid after
reimbursements therefor on such Distribution Date;

     (xxv) if applicable, material modifications, extensions or waivers to
Mortgage Loan terms, fees, penalties or payments during the preceding calendar
month or that have become material over time;

     (xxvi) the applicable Record Dates, Accrual Periods and Determination Dates
for calculating distributions for such Distribution Date;

     (xxvii) the fees and expenses accrued and paid on such Distribution Date
and to whom such fees and expenses were paid;

     (xxviii) material breaches of representations and warranties regarding the
Mortgage Loans.

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

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

     On each Distribution Date, the Trust Administrator shall make available to
the Depositor, each Holder of a Residual Certificate, the Trustee, the Servicer
and the Credit Risk Manager, a copy of the reports forwarded to the Regular
Certificateholders on such Distribution Date and a statement setting forth the
amounts, if any, actually distributed with respect to the Residual Certificates,
respectively, on such Distribution Date.

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

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

     On each Distribution Date, the Trust Administrator shall provide Bloomberg
Financial Markets, L.P. ("Bloomberg") on its website (1) CUSIP level factors for
each class of Certificates as of such Distribution Date and (2) the number and
aggregate unpaid principal balance of Mortgage Loans that are (a) delinquent 30
to 59 days, (b) delinquent 60 to 89 days, (c) delinquent 90 or more days in each
case, as of the last day of the preceding calendar month, (d) as to which
foreclosure proceedings have been commenced and (e) with respect to which the
related Mortgagor has filed for protection under applicable bankruptcy laws,
with respect to whom bankruptcy proceedings are pending or with respect to whom
bankruptcy protection is in force, in each case using a format and media
mutually acceptable to the Trust Administrator and Bloomberg.

     SECTION 4.03 Remittance Reports; P&I Advances.

     (a) By the third Business Day following each Determination Date, the
Servicer shall deliver to the Trust Administrator by telecopy (or by such other
means as the Servicer, the Trust Administrator and the Trustee may agree from
time to time) a Remittance Report with respect to the related Distribution Date.
Such Remittance Report will include (i) the amount of P&I Advances to be made by
the Servicer in respect of the related Distribution Date, the aggregate amount
of P&I Advances outstanding after giving effect to such P&I Advances, and the
aggregate amount of nonrecoverable P&I Advances in respect of such Distribution
Date and (ii) such other information with respect to the Mortgage Loans as the
Trust Administrator may reasonably require to perform the calculations necessary
for the Trust Administrator to make the distributions contemplated by Section
4.01 and for the Trust Administrator to prepare the statements to
Certificateholders contemplated by Section 4.02. The Servicer shall make a good
faith effort to deliver any such additional information to the Trust
Administrator within two Business Days of any such request, provided that in no
event shall the Servicer be required to provide any such additional information
to the Trust Administrator to the extent the Trust Administrator makes such
request prior to the third Business Day following the Determination Date.
Neither the Trustee nor the Trust Administrator shall be responsible to
recompute, recalculate or verify any information provided to it by the Servicer.

     (b) The amount of P&I Advances to be made by the Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date; provided however, that with respect
to any Balloon Mortgage Loan that is delinquent on its maturity date, the
Servicer will not be required to advance the related Balloon Payment but will be
required to continue to make Advances in accordance with this Section 4.03(b)
with respect to such Balloon Mortgage Loan in an amount equal to an assumed
scheduled interest that would otherwise be due based on the original
amortization schedule for that Balloon Mortgage Loan (with each interest portion
thereof net of the related Servicing Fee) and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
Prepayment Period and as to which such REO Property an REO Disposition did not
occur during the related Prepayment Period, an amount equal to the Monthly
Payments (with each interest portion thereof net of the related Servicing Fee)
that would have been due on the related Due Date in respect of the related
Mortgage Loans.

     On or before 4:00 p.m. New York time on the Servicer Remittance Date, the
Servicer shall remit in immediately available funds to the Trust Administrator
for deposit in the Distribution Account an amount equal to the aggregate amount
of P&I Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds or,
if received from a Sub-Servicer, from funds remitted by a Sub-Servicer in
payment of required P&I Advances or (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case, it will
cause to be made an appropriate entry in the records of Collection Account that
amounts held for future distribution have been, as permitted by this Section
4.03, used by the Servicer in discharge of any such P&I Advance) or (iii) in the
form of any combination of (i) and (ii) aggregating the total amount of P&I
Advances to be made by the Servicer with respect to the Mortgage Loans and REO
Properties. Any amounts held for future distribution and so used shall be
appropriately reflected in the Servicer's records and replaced by the Servicer
by deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Distribution Amount for the related
Distribution Date (determined without regard to P&I Advances to be made on the
Servicer Remittance Date) shall be less than the total amount that would be
distributed to the Classes of Certificateholders pursuant to Section 4.01 on
such Distribution Date if such amounts held for future distributions had not
been so used to make P&I Advances. The Trust Administrator will provide notice
to the Servicer by telecopy by the close of business on any Servicer Remittance
Date in the event that the amount remitted by the Servicer to the Trust
Administrator on such Servicer Remittance Date is less than the P&I Advances
required to be made by the Servicer for the related Distribution Date.

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

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

     (e) If the Servicer shall fail to make any P&I Advance on any Servicer
Remittance Date required to be made from its own funds pursuant to this Section
4.03, then the Trust Administrator as successor servicer, by not later than 1:00
p.m. on the related Distribution Date, shall make such P&I advance from its own
funds by depositing the amount of such advance into the Distribution Account,
and the Trust Administrator shall include the amount so advanced by the Trust
Administrator in the Available Distribution Amount distributed on such
Distribution Date.

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

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

     (b) All Realized Losses on the Mortgage Loans shall be allocated by the
Trust Administrator on each Distribution Date as follows: first, to the Interest
Distribution Amount for the Class CE Certificates for the related Interest
Accrual Period; second, to payments received under the cap contract, third, to
the Class CE Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-13 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero, fifth, to the
Class M-12 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero, sixth, to the Class M-11 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; seventh, to the
Class M-10 Certificates, until the Certificate Principal Balance thereof has
been reduced to zero; eighth, to the Class M-9 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; ninth, to the
Class M-8 Certificates, until the Certificate Principal Balance thereof has been
reduced to zero; tenth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; eleventh, to the Class M-6
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; twelfth, to the Class M-5 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; thirteenth, to the Class M-4
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; fourteenth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; fifteenth, to the Class M-2
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero and sixteenth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.

     All Realized Losses to be allocated to the Certificate Principal Balances
of all Classes on any Distribution Date shall be so allocated after the actual
distributions to be made on such date as provided above. All references above to
the Certificate Principal Balance of any Class of Certificates shall be to the
Certificate Principal Balance of such Class immediately prior to the relevant
Distribution Date, before reduction thereof by any Realized Losses, in each case
to be allocated to such Class of Certificates, on such Distribution Date.

     Any allocation of Realized Losses to a Mezzanine Certificate on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated and any allocation of Realized Losses to a
Class CE Certificates shall be made by reducing the amount otherwise payable in
respect thereof pursuant to Section 4.01(a)(3). No allocations of any Realized
Losses shall be made to the Certificate Principal Balances of the Class A
Certificates or the Class P Certificates.

     (c) The REMIC I Marker Allocation Percentage of all Realized Losses on the
Mortgage Loans shall be allocated by the Trust Administrator on each
Distribution Date to the following REMIC I Regular Interests in the specified
percentages, as follows: first, to Uncertificated Interest payable to the REMIC
I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate
amount equal to the REMIC I Interest Loss Allocation Amount, [__]% and [__]%,
respectively; second, to the Uncertificated Balances of the REMIC I Regular
Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal to the REMIC I Principal Loss Allocation Amount, [__]% and [__]%,
respectively; third, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM13 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM13 has been reduced to zero; fourth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM12
and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until
the Uncertificated Balance of REMIC I Regular Interest I-LTM12 has been reduced
to zero; fifth, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM11 has been reduced to zero; sixth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10
and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until
the Uncertificated Balance of REMIC I Regular Interest I-LTM10 has been reduced
to zero; seventh, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ, 165
 I-LTM4 and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM4 has been reduced to zero; thirteenth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I
Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM3 has been reduced to
zero; fourteenth, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM2 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM2 has been reduced to zero and fifteenth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM1 and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM1 has been reduced to zero.

     The REMIC I Sub WAC Allocation Percentage of all Realized Losses shall be
applied after all distributions have been made on each Distribution Date first,
so as to keep the Uncertificated Balance of each REMIC I Regular Interest ending
with the designation "GRP" equal to [__]% of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC I
Regular Interest ending with the designation "SUB," so that the Uncertificated
Balance of each such REMIC I Regular Interest is equal to [__]% of the excess of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current Certificate Principal Balance of the Class A
Certificate in the related Loan Group (except that if any such excess is a
larger number than in the preceding distribution period, the least amount of
Realized Losses shall be applied to such REMIC I Regular Interests such that the
REMIC I Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC I Regular Interest I-LTXX.

     SECTION 4.05 Compliance with Withholding Requirements.

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

     SECTION 4.06 Net WAC Rate Carryover Reserve Account.

     (a) No later than the Closing Date, the Trust Administrator shall establish
and maintain a separate, segregated trust account titled, "Net WAC Rate
Carryover Reserve Account, [___________], as Trust Administrator, in trust for
the registered holders of Citigroup Mortgage Loan Trust, [___________], Series
[___________]."

     (b) On each Distribution Date, the Trust Administrator has been directed by
the Class CE Certificateholders to, and therefore shall, deposit into the Net
WAC Rate Carryover Reserve Account, any Net WAC Rate Carryover Amounts for such
Distribution Date, rather than distributing such amounts to the Class CE
Certificateholders. On each such Distribution Date, the Trust Administrator
shall hold all such amounts for the benefit of the Holders of the Floating Rate
Certificates, and shall distribute the aggregate Net WAC Rate Carryover Amount,
if any, for such Distribution Date from the Net WAC Rate Carryover Reserve
Account to the Holders of the Floating Rate Certificates in the amounts and
priorities set forth in Section 4.01(g).

     On each Distribution Date, after the payment of any Net WAC Rate Carryover
Amounts on the Floating Rate Certificates, any amounts remaining in the Net WAC
Rate Carryover Reserve Account, shall be payable to the Trust Administrator as
additional compensation to it, subject to the immediately following paragraph.

     (c) For federal and state income tax purposes, the Class CE
Certificateholders shall 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 shall be treated as amounts distributed by REMIC II to
the Holder of the Class CE Interest and by REMIC III to the Holder of the Class
CE Certificates. Upon the termination of the Trust Fund, or the payment in full
of the Floating Rate Certificates, all amounts remaining on deposit in the Net
WAC Rate Carryover Reserve Account shall be released by the Trust Fund and
distributed to the Class CE Certificateholders or their designees. The Net WAC
Rate Carryover Reserve Account shall be part of the Trust Fund but not part of
any Trust REMIC and any payments to the Holders of the Floating Rate
Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
to a "regular interest" in a REMIC within the meaning of Code Section
860(G)(a)(1).

     (d) By accepting a Class CE Certificate, each Class CE Certificateholder
hereby agrees to direct the Trust Administrator, and the Trust Administrator is
hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account
the amounts described above on each Distribution Date 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.

     (e) All amounts on deposit in the Net WAC Rate Carryover Reserve Account
shall remain uninvested.

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

SECTION 4.07      Commission Reporting.

     (a) The Depositor shall prepare or cause to be prepared the initial current
report on Form 8-K. Within 15 days after each Distribution Date, the Trust
Administrator shall, in accordance with industry standards, file with the
Commission via the Electronic Data Gathering and Retrieval System ("EDGAR"), a
Form 8-K with a copy of the statement to be furnished to the Certificateholders
for such Distribution Date as an exhibit thereto. Prior to January 30, 2006, the
Trust Administrator shall, in accordance with industry standards, file a Form 15
Suspension Notice with respect to the Trust Fund, if applicable. Prior to (i)
March 31, 2006 and (ii) unless and until a Form 15 Suspension Notice shall have
been filed, March 31st of each year thereafter, the Depositor shall sign and the
Trust Administrator, in its capacity as trust administrator hereunder, shall
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust. Such Form 10-K shall include the certification in the form attached
hereto as Exhibit H-1 (the "Certification"), the annual independent accountant's
servicing report and annual statement of compliance to be delivered by the
Servicer pursuant to Sections 3.20 and 3.21. The Depositor hereby grants to the
Trust Administrator a limited power of attorney to execute the Forms 8-K and to
file the Forms 8-K and the Form 10-K on behalf of the Depositor. Such power of
attorney shall continue until either the earlier of (i) receipt by the Trust
Administrator from the Depositor of written termination of such power of
attorney and (ii) the termination of the Trust Fund. Notwithstanding anything
herein to the contrary, the Depositor, and not the Trust Administrator, shall be
responsible for executing each Form 10-K filed on behalf of the Trust. The
Depositor agrees to promptly furnish to the Trust Administrator and the
Servicer, from time to time upon request, such further information, reports and
financial statements within its control related to this Agreement or the
Mortgage Loans as the Trust Administrator or the Servicer reasonably deems
appropriate to prepare and file all necessary reports with the Commission. None
of the Trust Administrator or the Servicer shall have any responsibility to file
any items other than those specified in this Section 4.07; provided, however,
the Trust Administrator and the Servicer will cooperate with the Depositor in
connection with any additional filings with respect to the Trust Fund as the
Depositor deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

     (b) In addition, (x) the Trust Administrator shall sign a certification (in
the form attached hereto as Exhibit H-2) for the benefit of the Depositor and
its officers, directors and Affiliates regarding certain aspects of the
Certification (the "Trust Administrator Certification"); provided, however, that
the Trust Administrator shall not undertake an analysis of the accountant's
report attached as an exhibit to the Form 10-K, and (y) the Servicer shall sign
a certification (in the related form attached hereto as Exhibit H-3) for the
benefit of the Depositor, the Trust Administrator and their officers, directors
and Affiliates regarding certain aspects of the Certification (the "Servicer
Certification"). The Servicer Certification shall be delivered to the Depositor
and the Trust Administrator no later than March 15th or if such day is not a
Business Day, the preceding Business Day, each year (subject to Section
4.07(a)).

     (c) In addition, (A) the Trust Administrator shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon a breach of the Trust
Administrator's obligations under this Section 4.07 or any material misstatement
or omission contained in the Trust Administrator Certification, and (B) the
Servicer shall indemnify and hold harmless the Depositor, the Trust
Administrator and their respective officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses that such Person may sustain arising out of third party claims based
upon a breach of such Servicer's obligations under this Section 4.07, any
material misstatement or omission contained in the Servicer's Certification or
any information correctly derived by the Trust Administrator and included in a
Form 8-K or Form 10-K from information provided to the Trust Administrator by
the Servicer under this Agreement. If the indemnification provided for herein is
unavailable or insufficient to hold harmless the Depositor, then (i) the Trust
Administrator agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Trust Administrator on the other and (ii)
the Servicer agrees that it shall contribute to the amount paid or payable by
the Depositor as a result of the losses, claims, damages or liabilities of the
Depositor in such proportion as is appropriate to reflect the relative fault of
the Depositor on the one hand and the Servicer on the other.

     SECTION 4.08 Cap Account

     (a) No later than the Closing Date, the Cap Administrator shall establish
and maintain with itself, as agent for the Trust Administrator, a separate,
segregated trust account titled, "Cap Account, [___________], as Cap
Administrator, in trust for the Cap Provider and the registered holders of
Citigroup Mortgage Loan Trust Inc., [___________]s, Series [___________]." Such
account shall be an Eligible Account and amounts therein shall be held
uninvested.

     (b) On each Distribution Date, prior to any distribution to any
Certificate, the Trust Administrator shall deposit into the Cap Account amounts
received by the Trust Administrator from the Cap Administrator, for distribution
in accordance with Section 4.01(a)(6) above, pursuant to the Cap Administration
Agreement, dated as of the Closing Date (the "Cap Administration Agreement"),
among [___________] in its capacity as Trust Administrator and Cap Administrator
and Citigroup Global Markets Realty Corp. (in substantially the form attached
hereto as Exhibit N).

     (c) For federal income tax purposes, the Cap Account shall be owned by the
majority Holder of the Class CE Certificates.

     (d) For federal and state income tax purposes, the Class CE
Certificateholders shall be deemed to be the owners of the Cap Account. Upon the
termination of the Trust Fund, or the payment in full of the Floating Rate
Certificates, all amounts remaining on deposit in the Cap Account shall be
released by the Trust Fund and distributed to the Class CE Certificateholders or
their designees. The Cap Account shall be part of the Trust Fund but not part of
any Trust REMIC and any payments to the Holders of the Floating Rate
Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
to a "regular interest" in a REMIC within the meaning of Code Section
860(G)(a)(1).

         By accepting a Class CE Certificate, each Class CE Certificateholder
hereby agrees to direct the Trust Administrator, and the Trust Administrator is
hereby directed, to deposit into the Cap Account the amounts described above on
each Distribution Date.

SECTION 4.09      [Reserved]


<PAGE>


ARTICLE II


                                THE CERTIFICATES

     SECTION 5.01 The Certificates.

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

     The Certificates will be substantially in the forms annexed hereto as
Exhibits A-1 through A-6. The Certificates of each Class will be issuable in
registered form only, in denominations of authorized Percentage Interests as
described in the definition thereof. Each Certificate will share ratably in all
rights of the related Class.

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

     (b) The Book-Entry Certificates shall initially be issued as one or more
Certificates held by Book-Entry Custodian or, if appointed to hold such
Certificates as provided below, the Depository and registered in the name of the
Depository or its nominee and, except as provided below, registration of such
Certificates may not be transferred by the Trust Administrator except to another
Depository that agrees to hold such Certificates for the respective Certificate
Owners with Ownership Interests therein. The Certificate Owners shall hold their
respective Ownership Interests in and to such Certificates through the
book-entry facilities of the Depository and, except as provided below, shall not
be entitled to definitive, fully registered Certificates ("Definitive
Certificates") in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall only transfer the Ownership Interests in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures. The Trust Administrator is hereby initially appointed as the
Book-Entry Custodian and hereby agrees to act as such in accordance herewith and
in accordance with the 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 Servicer and the Trust Administrator and any
other transfer agent (including the Depository or any successor Depository) to
act as Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe, provided
that the predecessor Book-Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any such appointment of other than the
Depository. If the Trust Administrator resigns or is removed in accordance with
the terms hereof, the successor Trust Administrator or, if it so elects, the
Depository shall immediately succeed to its predecessor's duties as Book-Entry
Custodian. The Depositor shall have the right to inspect, and to obtain copies
of, any Certificates held as Book-Entry Certificates by the Book-Entry
Custodian.

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

     If (i)(A) the Depositor advises the Trust Administrator in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Servicer Event of Default,
Certificate Owners representing in the aggregate not less than [__]% of the
Ownership Interests of the Book-Entry Certificates advise the Trust
Administrator through the Depository, in writing, that the continuation of a
book-entry system through the Depository is no longer in the best interests of
the Certificate Owners, the Trust Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trust Administrator of the Book- Entry Certificates
by the Book-Entry Custodian or the Depository, as applicable, accompanied by
registration instructions from the Depository for registration of transfer, the
Trust Administrator shall issue the Definitive Certificates. Such Definitive
Certificates will be issued in minimum denominations of $[_______], except that
any beneficial ownership that was represented by a Book-Entry Certificate in an
amount less than $[_______] 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 Servicer,
the Trust Administrator nor the Trustee shall be liable for any delay in the
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Depository shall be deemed to be imposed upon and performed by
the Trust Administrator, to the extent applicable with respect to such
Definitive Certificates, and the Trust Administrator shall recognize the Holders
of the Definitive Certificates as Certificateholders hereunder.

     SECTION 5.02 Registration of Transfer and Exchange of Certificates.

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

     (b) No transfer of any Private Certificate shall be made unless that
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and effective registration
or qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of a Private Certificate is to be made without
registration or qualification (other than in connection with (i) the initial
transfer of any such Certificate by the Depositor to an Affiliate of the
Depositor or, in the case of the Residual Certificates, the first transfer by an
Affiliate of the Depositor, (ii) the transfer of any such Class CE, Class P or
Residual Certificate to the issuer under the Indenture or the indenture trustee
or indenture trustee administrator under the Indenture or (iii) a transfer of
any such Class CE, Class P or Residual Certificate from the issuer under the
Indenture or the indenture trustee or indenture trustee administrator under the
Indenture to the Depositor or an Affiliate of the Depositor), the Trustee shall
require receipt of: (i) if such transfer is purportedly being made in reliance
upon Rule 144A under the 1933 Act, written certifications from the
Certificateholder desiring to effect the transfer and from such
Certificateholder's prospective transferee, substantially in the forms attached
hereto as Exhibit F-1; and (ii) in all other cases, an Opinion of Counsel
satisfactory to it that such transfer may be made without such registration
(which Opinion of Counsel shall not be an expense of the Trust Fund or of the
Depositor, the Trustee, the Trust Administrator, the Servicer, in its capacity
as such, or any Sub-Servicer), together with copies of the written
certification(s) of the Certificateholder desiring to effect the transfer and/or
such Certificateholder's prospective transferee upon which such Opinion of
Counsel is based, if any. None of the Depositor, the Trust Administrator or the
Trustee is obligated to register or qualify any such Certificates under the 1933
Act or any other securities laws or to take any action not otherwise required
under this Agreement to permit the transfer of such Certificates without
registration or qualification. Any Certificateholder desiring to effect the
transfer of any such Certificate shall, and does hereby agree to, indemnify the
Trustee, the Trust Administrator, the Depositor and the Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

     Notwithstanding the foregoing, in the event of any such transfer of any
Ownership Interest in any Private Certificate that is a Book-Entry Certificate,
except with respect to the initial transfer of any such Ownership Interest by
the Depositor, such transfer shall be required to be made in reliance upon Rule
144A under the 1933 Act, and the transferee will be deemed to have made each of
the transferee representations and warranties set forth Exhibit F-1 hereto in
respect of such interest as if it was evidenced by a Definitive Certificate. The
Certificate Owner of any such Ownership Interest in any such Book-Entry
Certificate desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.

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

     No transfer of a Private Certificate or any interest therein shall be made
to any Plan subject to ERISA or Section 4975 of the Code, any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "Plan Assets" of a Plan within the meaning of the 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 G, unless, (i) in the case
of a Class CE Certificate, a Class P Certificate or Residual Certificate, the
Trust Administrator is provided with an Opinion of Counsel on which the Trust
Administrator, the Depositor, the Trustee and the Servicer may rely, to the
effect that the purchase of such Certificates is permissible under ERISA and the
Code, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor, the
Servicer, the Trustee, the Trust Administrator or the Trust Fund to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee, the Trust Administrator or the Trust Fund or (ii) in the case of a
Class M-11 Certificate, Class M-12 Certificate or Class M-13 Certificate, (1)
such Person 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 Prohibited Transaction Class Exemption
("PTCE") 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have
been satisfied. Neither a certification nor an Opinion of Counsel will be
required in connection with (i) the initial transfer of any such Certificate by
the Depositor to an Affiliate of the Depositor or, in the case of the Residual
Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
transfer of any such Class CE, Class P or Residual Certificate to the issuer
under the Indenture or the indenture trustee under the Indenture or (iii) a
transfer of any such Class CE, Class P or Residual Certificate from the issuer
under the Indenture or the indenture trustee under the Indenture to the
Depositor or an Affiliate of the Depositor (in which case, the Depositor or any
Affiliate thereof shall have deemed to have represented that such Affiliate is
not a Plan or a Person investing Plan Assets) and the Trust Administrator shall
be entitled to conclusively rely upon a representation (which, upon the request
of the Trust Administrator, shall be a written representation) from the
Depositor of the status of such transferee as an affiliate of the Depositor.

     Each beneficial owner of a Mezzanine Certificate (other than a Class M-11
Certificate, Class M-12 Certificate or Class M-13 Certificate) 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 Certificate in
reliance on the Underwriters' Exemption, and that it understands that there are
certain conditions to the availability of the Underwriters' Exemption, including
that such Mezzanine Certificate must be rated, at the time of purchase, not
lower than "BBB-" (or its equivalent) by S&P, Moody's or Fitch and the
Certificates are so rated 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 Private Certificate or Mezzanine Certificate or any interest therein
is acquired or held in violation of the provisions of the preceding two
paragraphs, the next preceding permitted beneficial owner will be treated as the
beneficial owner of that Certificate retroactive to the date of transfer to the
purported beneficial owner. Any purported beneficial owner whose acquisition or
holding of any such Certificate or interest therein was effected in violation of
the provisions of the preceding two paragraphs shall indemnify and hold harmless
the Depositor, the Servicer, the Trustee, the Trust Administrator and the Trust
Fund from and against any and all liabilities, claims, costs or expenses
incurred by those parties as a result of that acquisition or holding.

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

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

          (B) In connection with any proposed Transfer of any Ownership Interest
     in a Residual Certificate, the Trust Administrator shall require delivery
     to it and shall not register the Transfer of any Residual Certificate until
     its receipt of an affidavit and agreement (a "Transfer Affidavit and
     Agreement"), in the form attached hereto as Exhibit F-2, from the proposed
     Transferee, in form and substance satisfactory to the Trust Administrator,
     representing and warranting, among other things, that such Transferee is a
     Permitted Transferee, that it is not acquiring its Ownership Interest in
     the Residual Certificate that is the subject of the proposed Transfer as a
     nominee, trustee or agent for any Person that is not a Permitted
     Transferee, that for so long as it retains its Ownership Interest in a
     Residual Certificate, it will endeavor to remain a Permitted Transferee,
     and that it has reviewed the provisions of this Section 5.02(d) and agrees
     to be bound by them.

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

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

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

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

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

          (B) If any purported Transferee shall become a Holder of a Residual
     Certificate in violation of the restrictions in this Section 5.02(d) and to
     the extent that the retroactive restoration of the rights of the Holder of
     such Residual Certificate as described in clause (iii)(A) above shall be
     invalid, illegal or unenforceable, then the Trust Administrator shall have
     the right, without notice to the Holder or any prior Holder of such
     Residual Certificate, to sell such Residual Certificate to a purchaser
     selected by the Trust Administrator on such terms as the Trust
     Administrator may choose. Such purported Transferee shall promptly endorse
     and deliver each Residual Certificate in accordance with the instructions
     of the Trust Administrator. Such purchaser may be the Trust Administrator
     itself or any Affiliate of the Trust Administrator. The proceeds of such
     sale, net of the commissions (which may include commissions payable to the
     Trust Administrator or its Affiliates), expenses and taxes due, if any,
     will be remitted by the Trust Administrator to such purported Transferee.
     The terms and conditions of any sale under this clause (iii)(B) shall be
     determined in the sole discretion of the Trust Administrator, and the Trust
     Administrator shall not be liable to any Person having an Ownership
     Interest in a Residual Certificate as a result of its exercise of such
     discretion.

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

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

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

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

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

     (e) At the option of the Holder thereof, any Certificate may be exchanged
for other Certificates of the same Class with authorized denominations and a
like aggregate Percentage Interest, upon surrender of such Certificate to be
exchanged at any office or agency of the Trust Administrator maintained for such
purpose pursuant to Section 8.12. Whenever any Certificates are so surrendered
for exchange, upon notice from the Trust Administrator, the Trust Administrator
shall execute, authenticate and deliver, the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trust Administrator) be duly endorsed by, or be accompanied by a written
instrument of transfer in the form satisfactory to the Trust Administrator duly
executed by, the Holder thereof or his attorney duly authorized in writing. In
addition, (i) with respect to each Class R Certificate, the Holder thereof may
exchange, in the manner described above, such Class R Certificate for two
separate Certificates, each representing such Holder's respective Percentage
Interest in the Class R-I Interest and the Class R-II Interest that was
evidenced by the Class R Certificate being exchanged and (ii) with respect to
each Class R-X Certificate, the Holder thereof may exchange, in the manner
described above, such Class R-X Certificate for two separate Certificates, each
representing such Holder's respective Percentage Interest in the Class R-III
Interest and the Class R-IV Interest, respectively, in each case that was
evidenced by the Class R-X Certificate being exchanged.

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

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

     SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

     SECTION 5.04 Persons Deemed Owners.

     The Depositor, the Servicer, the Trustee, the Trust Administrator and any
agent of any of them may treat the Person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and for all other purposes whatsoever,
and none of the Depositor, the Servicer, the Trustee, the Trust Administrator or
any agent of any of them shall be affected by notice to the contrary.

     SECTION 5.05 Certain Available Information.

     The Trust Administrator shall maintain at its Corporate Trust Office and
shall make available free of charge during normal business hours for review by
any Holder of a Certificate or any Person identified to the Trust Administrator
as a prospective transferee of a Certificate, originals or copies of the
following items: (A) this Agreement and any amendments hereof entered into
pursuant to Section 11.01, (B) all monthly statements required to be delivered
to Certificateholders of the relevant Class pursuant to Section 4.02 since the
Closing Date, and all other notices, reports, statements and written
communications delivered to the Certificateholders of the relevant Class
pursuant to this Agreement since the Closing Date, (C) all certifications
delivered by a Responsible Officer of the Trust Administrator since the Closing
Date pursuant to Section 10.01(h), (D) any and all Officers' Certificates
delivered to the Trust Administrator by the Servicer since the Closing Date to
evidence such Servicer's determination that any P&I Advance or Servicing Advance
was, or if made, would be a Nonrecoverable Advance and (E) any and all Officers'
Certificates delivered to the Trust Administrator by the Servicer since the
Closing Date pursuant to Section 4.04(a). Copies and mailing of any and all of
the foregoing items will be available from the Trust Administrator upon request
at the expense of the person requesting the same.


<PAGE>


                                   ARTICLE IV


                         THE DEPOSITOR AND THE SERVICER

     SECTION 6.01 Liability of the Depositor and the Servicer.

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

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

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

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

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

     None of the Depositor, the Servicer (and any Sub-Servicer) or any of the
directors, officers, employees or agents of the Depositor or the Servicer (and
any Sub-Servicer) shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement or the related Sub-Servicing
Agreement, as applicable, or for errors in judgment; provided, however, that
this provision shall not protect the Depositor, the Servicer (and any
Sub-Servicer) or any such person against any breach of warranties,
representations or covenants made herein, or against any specific liability
imposed on the Servicer (and any Sub-Servicer) pursuant hereto or the related
Sub-Servicing Agreement, as applicable, or against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in the performance of duties or by reason of reckless disregard of obligations
and duties hereunder or the related Sub-Servicing Agreement, as applicable. The
Depositor, the Servicer (and any Sub-Servicer) and any director, officer,
employee or agent of the Depositor or the Servicer may rely in good faith on any
document of any kind which, PRIMA FACIE, is properly executed and submitted by
any Person respecting any matters arising hereunder or the related Sub-Servicing
Agreement, as applicable. The Depositor, the Servicer (and any Sub-Servicer) and
any director, officer, employee or agent of the Depositor or the Servicer (and
any Sub-Servicer) shall be indemnified and held harmless by the Trust Fund
against (i) any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement)
or any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of duties hereunder or the related
Sub-Servicing Agreement, as applicable, or by reason of reckless disregard of
obligations and duties hereunder or the related Sub-Servicing Agreement, as
applicable, and (ii) any breach of a representation or warranty regarding the
Mortgage Loans. None of the Depositor or the Servicer (and any Sub-Servicer)
shall be under any obligation to appear in, prosecute or defend any legal action
unless such action is related to its respective duties under this Agreement or
the related Sub-Servicing Agreement, as applicable, and, in its opinion, does
not involve it in any expense or liability; provided, however, that each of the
Depositor and the Servicer (and any Sub-Servicer) may in its discretion
undertake any such action which it may deem necessary or desirable with respect
to this Agreement or the related Sub-Servicing Agreement, as applicable, and the
rights and duties of the parties hereto or to the related Sub-Servicing
Agreement, as applicable, and the interests of the Certificateholders hereunder.
In such event, unless the Depositor or the Servicer (and any Sub-Servicer) acts
without the consent of Holders of Certificates entitled to at least [__]% of the
Voting Rights (which consent shall not be necessary in the case of litigation or
other legal action by either to enforce their respective rights or defend
themselves hereunder or the related Sub-Servicing Agreement, as applicable), the
legal expenses and costs of such action and any liability resulting therefrom
(except any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder or the
related Sub-Servicing Agreement, as applicable) shall be expenses, costs and
liabilities of the Trust Fund, and the Depositor (subject to the limitations set
forth above) and the Servicer (and any Sub-Servicer) shall be entitled to be
reimbursed therefor from the Collection Account as and to the extent provided in
Section 3.11 or from the corresponding custodial account established under the
related Sub-Servicing Agreement, any such right of reimbursement being prior to
the rights of the Certificateholders to receive any amount in the Collection
Account.

     SECTION 6.04 Limitation on Resignation of the Servicer.

     The Servicer shall not resign from the obligations and duties hereby
imposed on it except (i) upon determination that its duties hereunder are no
longer permissible under applicable law or (ii) with the written consent of the
Trustee and the Trust Administrator, which consent may not be unreasonably
withheld, with written confirmation from the Rating Agencies (which confirmation
shall be furnished to the Depositor, the Trustee and the Trust Administrator)
that such resignation will not cause the Rating Agencies to reduce the then
current rating of the Class A Certificates and provided that a qualified
successor has agreed to assume the duties and obligations of the Servicer
hereunder. Any such determination pursuant to clause (i) of the preceding
sentence permitting the resignation of the Servicer shall be evidenced by an
Opinion of Counsel to such effect obtained at the expense of the Servicer and
delivered to the Trustee and the Trust Administrator. No resignation of the
Servicer shall become effective until the Trust Administrator or the Trustee, as
applicable, in accordance with Section 7.02 hereof, or a successor servicer
shall have assumed the Servicer's responsibilities, duties, liabilities (other
than those liabilities arising prior to the appointment of such successor) and
obligations under this Agreement.

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

     The Trustee and the Depositor hereby specifically consent to the pledge and
assignment by the Servicer of all of the Servicer's right, title and interest
in, to and under this Agreement to a lender and if a Servicer Event of
Termination occurs, agree that the Servicer or its designee may appoint the
successor servicer, provided that at the time of such appointment, such
successor meets the requirements of a successor Servicer pursuant to Section
7.02(a) hereof and agrees to be subject to the terms of this Agreement. If,
pursuant to any provision hereof, the duties of the Servicer are transferred to
a successor servicer, the entire amount of the Servicing Fee and other
compensation payable to the Servicer pursuant hereto shall thereafter be payable
to such successor servicer.

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

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

     SECTION 6.06 Duties of the Credit Risk Manager.

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

     SECTION 6.07 Limitation Upon Liability of the Credit Risk Manager.

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

     SECTION 6.08 Removal of the Credit Risk Manager.

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


<PAGE>


                                   ARTICLE IV


                                     DEFAULT

     SECTION 7.01 Servicer Events of Default.

     With respect to the Servicer, individually, if any one of the following
events ("Servicer Event of Default") shall occur and be continuing:

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

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

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

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

          (v) the Servicer shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of any
     applicable insolvency or reorganization statute, make an assignment for the
     benefit of its creditors, or voluntarily suspend payment of its
     obligations; or

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

     If a Servicer Event of Default described in clauses (i) through (v) of this
Section shall occur, then, and in each and every such case, so long as such
Servicer Event of Default shall not have been remedied, the Depositor or the
Trustee may, and at the written direction of the Holders of Certificates
entitled to at least [__]% of Voting Rights, the Trustee shall, by notice in
writing to the Servicer (and to the Depositor and the Trust Administrator if
given by the Trustee or to the Trustee and the Trust Administrator if given by
the Depositor), terminate all of the rights and obligations of the Servicer in
its capacity as a Servicer under this Agreement, to the extent permitted by law,
and in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event
of Default described in clause (vi) hereof shall occur and shall not have been
remedied during the applicable time period set forth in clause (vi) above, the
Trust Administrator shall, by notice in writing to the Servicer and the
Depositor, terminate all of the rights and obligations of the Servicer in its
capacity as a Servicer under this Agreement and in and to the Mortgage Loans and
the proceeds thereof. On or after the receipt by the Servicer of such written
notice, all authority and power of the Servicer under this Agreement, whether
with respect to the Certificates (other than as a Holder of any Certificate) or
the Mortgage Loans or otherwise, shall pass to and be vested in the Trust
Administrator pursuant to and under this Section and, without limitation, the
Trust Administrator is hereby authorized and empowered, as attorney-in-fact or
otherwise, to execute and deliver on behalf of and at the expense of the
Servicer, any and all documents and other instruments and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement or
assignment of the Mortgage Loans and related documents, or otherwise. The
Servicer agrees, at its sole cost and expense, promptly (and in any event no
later than ten Business Days subsequent to such notice) to provide the Trust
Administrator with all documents and records requested by it to enable it to
assume the Servicer's functions under this Agreement, and to cooperate with the
Trust Administrator in effecting the termination of the Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trust Administrator for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Servicer to the Collection Account held by or on
behalf of the Servicer, the Distribution Account or any REO Account or Servicing
Account held by or on behalf of the Servicer or thereafter be received with
respect to the Mortgage Loans or any REO Property serviced by the Servicer
(provided, however, that the Servicer shall continue to be entitled to receive
all amounts accrued or owing to it under this Agreement on or prior to the date
of such termination, whether in respect of P&I Advances or otherwise, and shall
continue to be entitled to the benefits of Section 6.03, notwithstanding any
such termination, with respect to events occurring prior to such termination).
For purposes of this Section 7.01, the Trustee and the Trust Administrator shall
not be deemed to have knowledge of a Servicer Event of Default unless a
Responsible Officer of the Trustee or the Trust Administrator, as the case may
be, assigned to and working in the Trustee's or the Trust Administrator's
Corporate Trust Office, as applicable, has actual knowledge thereof or unless
written notice of any event which is in fact such a Servicer Event of Default is
received by the Trustee or the Trust Administrator, as applicable, and such
notice references the Certificates, the Trust Fund or this Agreement.

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

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

     (b) In connection with the termination or resignation of the Servicer
hereunder, either (i) the successor servicer, including the Trust Administrator
or the Trustee, as applicable, if the Trust Administrator or the Trustee, as
applicable, is acting as successor Servicer, shall represent and warrant that it
is a member of MERS in good standing and shall agree to comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS, in which case the
predecessor Servicer shall cooperate with the successor Servicer in causing MERS
to revise its records to reflect the transfer of servicing to the successor
Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor
Servicer shall cooperate with the successor Servicer in causing MERS to execute
and deliver an assignment of Mortgage in recordable form to transfer the
Mortgage from MERS to the Trust Administrator or the Trustee, as applicable, and
to execute and deliver such other notices, documents and other instruments as
may be necessary or desirable to effect a transfer of such Mortgage Loan or
servicing of such Mortgage Loan on the MERS(R) System to the successor Servicer.
The predecessor Servicer shall file or cause to be filed any such assignment in
the appropriate recording office. The predecessor Servicer shall bear any and
all fees of MERS, costs of preparing any assignments of Mortgage, and fees and
costs of filing any assignments of Mortgage that may be required under this
Section 7.02(b).

     (c) Notwithstanding any provision in this Agreement to the contrary, for a
period of 30 days following the date on which the Servicer shall have received a
notice of a Servicer Event of Termination pursuant to Section 7.01, the
terminated Servicer or its designee may appoint a successor servicer that
satisfies the eligibility criteria of a successor servicer set forth above, with
the consent of the Depositor or its Affiliate (such consent not to be
unreasonably withheld); provided that such successor servicer agrees to fully
effect the servicing transfer within 90 days following the termination of the
Servicer and to make all Advances that would otherwise be made by the successor
servicer under Section 7.01 as of the date of such appointment, and to reimburse
the terminated Servicer for any unreimbursed Advances and Servicing Advances it
has made and any reimbursable expenses that they may have incurred in connection
with this Section 7.02(c). Any proceeds received in connection with the
appointment of such successor servicer shall be the property of the terminated
Servicer or its designee. Notwithstanding the foregoing, in the event of a
Servicer Event of Termination pursuant to Section 7.01(vi), either (i) the
Servicer shall remit the amount of the required Advance by 10:00 a.m. New York
time on the Business Day following the Servicer Remittance Date with respect to
each Distribution Date during such 30-day period until it appoints a successor
servicer during such 30-day period pursuant to this Section 7.02 (c) or (ii) by
10:00 a.m. New York time on the Business Day following the Servicer Remittance
Date, the Servicer shall have appointed a successor servicer that satisfies the
eligibility criteria of a successor servicer set forth above, with the consent
of the Depositor or its Affiliate (such consent not to be unreasonably withheld)
and that has remitted the amount of the required Advance to the Trustee. If the
Servicer fails to adhere to the requirements set forth in the immediately
preceding sentence, the Trustee shall be the successor in all respects to the
Servicer in its capacity as Servicer under this Agreement and shall immediately
assume the Servicer's obligations to make Advances, subject to Section 7.02(a)

     SECTION 7.03 Notification to Certificateholders.

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

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

     SECTION 7.04 Waiver of Servicer Events of Default.

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


<PAGE>


     ARTICLE VIII


               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

     SECTION 8.01 Duties of Trustee and Trust Administrator.

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

     Each of the Trustee and the Trust Administrator, upon receipt of all
resolutions, certificates, statements, opinions, reports, documents, orders or
other instruments furnished to it, which are specifically required to be
furnished pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement; provided,
however, that neither the Trustee nor the Trust Administrator will 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, it shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to its
satisfaction, it will provide notice thereof to the Certificateholders.

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

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

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

     (iii) Neither the Trustee nor the Trust Administrator shall be personally
liable with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of the Holders of Certificates
entitled to at least [__]% of the Voting Rights relating to the time, method and
place of conducting any proceeding for any remedy available to the it or
exercising any trust or power conferred upon it, under this Agreement; and

     (iv) Neither the Trustee nor the Trust Administrator shall be required to
take notice or be deemed to have notice or knowledge of any default unless a
Responsible Officer of the Trustee or the Trust Administrator, as the case may
be, shall have received written notice thereof or a Responsible Officer shall
have actual knowledge thereof. In the absence of receipt of such notice or
actual knowledge, the Trustee or Trust Administrator, as applicable, may
conclusively assume there is no default.

     Neither the Trustee nor the Trust Administrator shall 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, in each case not including expenses, disbursements and advances incurred
or made by the Trustee or the Trust Administrator, as applicable, including the
compensation and the expenses and disbursements of its agents and counsel, in
the ordinary course of the Trustee's or the Trust Administrator's, as the case
may be, performance in accordance with the provisions of this Agreement, 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. With respect to the Trustee and the Trust Administrator, none of the
provisions contained in this Agreement shall in any event require the Trustee or
the Trust Administrator, as the case may be, to perform, or be responsible for
the manner of performance of, any of the obligations of the Servicer under this
Agreement, except during such time, if any, as the Trustee or the Trust
Administrator, as applicable, shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement.

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

     (a) Except as otherwise provided in Section 8.01:

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

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

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

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

     (v) Prior to the occurrence of a Servicer Event of Default hereunder, and
after the curing of all Servicer Events of Default which may have occurred,
neither the Trustee nor the Trust Administrator shall be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond or other paper or document, unless requested in writing to do so
by the Holders of Certificates entitled to at least [__]% of the Voting Rights;
provided, however, that if the payment within a reasonable time to the Trustee
or the Trust Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Trust Administrator, as applicable, not reasonably
assured to the Trustee or the Trust Administrator, as applicable, by such
Certificateholders, the Trustee or the Trust Administrator, as applicable, may
require indemnity satisfactory to it against such cost, expense, or liability
from such Certificateholders as a condition to taking any such action;

     (vi) Each of the Trustee and the Trust Administrator may execute any of the
trusts or powers hereunder or perform any duties hereunder either directly or by
or through agents or attorneys and neither the Trustee nor the Trust
Administrator shall be responsible for any misconduct or negligence on the part
of any agent or attorney appointed with due care;

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

     (viii) Any request or direction of the Depositor, the Servicer or the
Certificateholders mentioned herein shall be sufficiently evidenced in writing.

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

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

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

     SECTION 8.04 Trustee and Trust Administrator May Own Certificates.

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

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

     (a) The Trust Administrator shall withdraw from the Distribution Account on
each Distribution Date and pay to itself any income and gain realized from the
investment of funds deposited in the Distribution Account. The Trustee's fees
will be paid by the Trust Administrator pursuant to a separate agreement between
the Trustee and the Trust Administrator, and such compensation will not be an
expense of the Trust. Each of the Trustee, the Trust Administrator, a Custodian
and any director, officer, employee or agent of any of them, as applicable,
shall be indemnified by the Trust Fund and held harmless against any loss,
liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee, the Trust Administrator or a Custodian, as
applicable, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee's, the Trust
Administrator's or a Custodian's, as the case may be, performance in accordance
with the provisions of this Agreement) incurred by the Trustee, the Trust
Administrator or a Custodian, as applicable, in connection with any claim or
legal action or any pending or threatened claim or legal action arising out of
or in connection with the acceptance or administration of its obligations and
duties under this Agreement (or, in the case of a Custodian, under the
applicable Custodial Agreement), other than any loss, liability or expense (i)
resulting from any breach of any Servicer's obligations in connection with this
Agreement for which the Servicer shall indemnify the Trustee and the Trust
Administrator pursuant to Section 8.05(b) and Section 10.03 (and in the case of
the Trustee, resulting from any breach of the Trust Administrator's obligations
in connection with this Agreement for which the Trust Administrator shall
indemnify the Trustee pursuant to Section 10.03(a) and in the case of the Trust
Administrator, resulting from any breach of the Trustee's obligations in
connection with this Agreement for which the Trustee shall indemnify the Trust
Administrator pursuant to Section 10.03(c)), (ii) that constitutes a specific
liability of the Trustee or the Trust Administrator, as applicable, pursuant to
Section 10.01(g) or (iii) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties hereunder
(or, in the case of a Custodian, under the applicable Custodial Agreement) or as
a result of a breach of the Trustee's or the Trust Administrator's obligations
under Article X hereof (or, in the case of a Custodian, as a result of a breach
of such Custodian's obligations under the related Custodial Agreement). Any
amounts payable to the Trustee, the Trust Administrator, a Custodian, or any
director, officer, employee or agent of any of them in respect of the
indemnification provided by this paragraph (a), or pursuant to any other right
of reimbursement from the Trust Fund that the Trustee, the Trust Administrator,
a Custodian or any director, officer, employee or agent of any of them may have
hereunder in its capacity as such, may be withdrawn by the Trust Administrator
for payment to the applicable indemnified Person from the Distribution Account
at any time.

     (b) The Servicer agrees to indemnify the Trustee, the Trust Administrator
and any Custodian from, and hold each harmless against, any loss, liability or
expense resulting from a breach of the Servicer's obligations and duties under
this Agreement. Such indemnity shall survive the termination or discharge of
this Agreement and the resignation or removal of the Trustee, the Trust
Administrator or such Custodian, as the case may be. Any payment hereunder made
by the Servicer to the Trustee, the Trust Administrator or such Custodian shall
be from the Servicer's own funds, without reimbursement from the Trust Fund
therefor.

     SECTION 8.06 Eligibility Requirements for Trustee and Trust Administrator.
Each of the Trustee and the Trust Administrator hereunder shall at all times be
a corporation or an association organized and doing business under the laws of
any state or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $[_______] and subject to supervision or examination by federal or state
authority. In case at any time the Trustee or the Trust Administrator shall
cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Trust Administrator, as the case may be, shall resign immediately
in the manner and with the effect specified in Section 8.07.

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

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

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

     The Holders of Certificates entitled to at least [__]% of the Voting Rights
may at any time remove the Trustee or the Trust Administrator and appoint a
successor trustee or trust administrator by written instrument or instruments,
in triplicate, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the
Depositor, one complete set to the Trustee or the Trust Administrator, as the
case may be, so removed and one complete set to the successor so appointed. A
copy of such instrument shall be delivered to the Certificateholders and the
Servicer by the Depositor.

     If no successor Trust Administrator shall have been appointed and shall
have accepted appointment within 60 days after the Trust Administrator ceases to
be the Trust Administrator pursuant to this Section 8.07, then the Trustee shall
perform the duties of the Trust Administrator pursuant to this Agreement. The
Trustee shall notify the Rating Agencies of any change of Trust Administrator.

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

     SECTION 8.08 Successor Trustee or Trust Administrator.

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

     No successor trustee or trust administrator shall accept appointment as
provided in this Section unless at the time of such acceptance such successor
trustee or trust administrator shall be eligible under the provisions of Section
8.06 and the appointment of such successor trustee or trust administrator shall
not result in a downgrading of any Class of Certificates by the Rating Agencies,
as evidenced by a letter from the Rating Agencies.

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

     SECTION 8.09 Merger or Consolidation of Trustee or Trust Administrator.

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

     SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

     Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of REMIC
I or property securing the same may at the time be located, the Servicer and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of REMIC I, and to vest in such Person or
Persons, in such capacity, such title to REMIC I, or any part thereof, and,
subject to the other provisions of this Section 8.10, such powers, duties,
obligations, rights and trusts as the Servicer and the Trustee may consider
necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request to do so, or in
case a Servicer Event of Default 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 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

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

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

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

     SECTION 8.11 [Reserved].

     SECTION 8.12 Appointment of Office or Agency.

     The Trust Administrator will appoint an office or agency in the City of New
York where the Certificates may be surrendered for registration of transfer or
exchange, and presented for final distribution, and where notices and demands to
or upon the Trust Administrator in respect of the Certificates and this
Agreement may be served.

     SECTION 8.13 Representations and Warranties.

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

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

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

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

          (iv) This Agreement, assuming due authorization, execution and
     delivery by the other parties hereto, constitutes a valid, legal and
     binding obligation of it, enforceable against it in accordance with the
     terms hereof, subject to (A) applicable bankruptcy, insolvency,
     receivership, reorganization, moratorium and other laws affecting the
     enforcement of creditors' rights generally, and (B) general principles of
     equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

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

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

     SECTION 8.14 [Reserved].

     SECTION 8.15 No Trustee or Trust Administrator Liability for Actions or
Inactions of Custodians.

     Notwithstanding anything to the contrary herein, in no event shall the
Trustee pr the Trust Administrator be liable to any party hereto or to any third
party for the performance of any custody-related functions with respect to which
the applicable Custodian shall fail to take action on behalf of the Trustee or
Trust Administrator, as the case may be, or, with respect to which the
performance of custody-related functions pursuant to the terms of the custodial
agreement with the applicable Custodian shall fail to satisfy all the related
requirements under this Agreement.


<PAGE>


                                   ARTICLE IX


                                   TERMINATION

     SECTION 9.01 Termination Upon Repurchase or Liquidation of the Mortgage
Loans.

     (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer, the
Trustee and the Trust Administrator with respect to the Mortgage Loans (other
than the obligations of the Servicer to the Trustee and the Trust Administrator
pursuant to Section 8.05 and of the Servicer to provide for and the Trust
Administrator to make payments in respect of the REMIC I Regular Interests and
the Classes of Certificates as hereinafter set forth) shall terminate upon
payment to the Certificateholders and the deposit of all amounts held by or on
behalf of the Trustee or the Trust Administrator and required hereunder to be so
paid or deposited on the Distribution Date coinciding with or following the
earlier to occur of (i) the purchase by the Terminator (on a servicing retained
basis) of all Mortgage Loans and each related REO Property remaining in REMIC I
and (ii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or related REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond the earlier of (a) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof and (b) the
Latest Possible Maturity Date (as defined in the Preliminary Statement).

     Subject to Section 3.10 hereof, the purchase by the Terminator of all
Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans
and the appraised value of any REO Properties (such appraisal to be conducted by
an appraiser mutually agreed upon by the Servicer and the Trust Administrator)
and (ii) the fair market value of the Mortgage Loans and the REO Properties (as
determined by the Servicer, with the consent of the Trust Administrator 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 9.01(c)), in each case plus accrued and
unpaid interest thereon at the weighted average of the Mortgage Rates through
the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances allocable to such Mortgage Loans and REO
Properties (the "TERMINATION PRICE"); provided, however, such option may only be
exercised if the Termination Price is sufficient to result in the payment of all
interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture.

     (b) The Servicer shall have the right (the party exercising such right, the
"TERMINATOR"), to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC I pursuant to clause (i) of the preceding paragraph no later
than the Determination Date in the month immediately preceding the Distribution
Date on which the Certificates will be retired; provided, however, that the
Terminator may elect to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC I pursuant to clause (i) above only if the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in the
Trust Fund at the time of such election is reduced to less than [__]% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
By acceptance of a Residual Certificate, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign and
transfer any amounts in excess of par, and to the extent received in respect of
such termination, to pay any such amounts to the Holders of the Class CE
Certificates.

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

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

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

     SECTION 9.02 Additional Termination Requirements.

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

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

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

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

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

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


<PAGE>


                                   ARTICLE X

                                REMIC PROVISIONS

          SECTION 10.01 REMIC Administration.

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

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

     (c) The Trust Administrator shall pay any and all expenses relating to any
tax audit of the Trust Fund (including, but not limited to, any professional
fees or any administrative or judicial proceedings with respect to any Trust
REMIC that involve the Internal Revenue Service or state tax authorities), and
shall be entitled to reimbursement from the Trust therefor to the extent
permitted under Section 8.05. The Trust Administrator, as agent for any Trust
REMIC's tax matters person, shall (i) act on behalf of the Trust Fund in
relation to any tax matter or controversy involving any Trust REMIC and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The holder of the largest Percentage Interest of the Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the related REMIC created
hereunder. By its acceptance thereof, the holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Trust Administrator or an Affiliate as its agent to perform all of the duties of
the tax matters person for the Trust Fund.

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

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

     (f) The Servicer, the Trustee and the Trust Administrator shall take such
action and shall cause any Trust REMIC to take such action as shall be necessary
to create or maintain the status thereof as a REMIC under the REMIC Provisions.
The Servicer, the Trustee and the Trust Administrator shall not take any action,
cause the Trust Fund to take any action or fail to take (or fail to cause to be
taken) any action that, under the REMIC Provisions, if taken or not taken, as
the case may be, could (i) endanger the status of any Trust REMIC as a REMIC or
(ii) result in the imposition of a tax upon the Trust Fund (including but not
limited to the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code and the tax on contributions to a REMIC set forth in Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee
and the Trust Administrator have received an Opinion of Counsel, addressed to
the Trustee and the Trust Administrator (at the expense of the party seeking to
take such action but in no event at the expense of the Trust Administrator or
the Trustee) to the effect that the contemplated action will not, with respect
to any Trust REMIC, endanger such status or result in the imposition of such a
tax, nor shall the Servicer take or fail to take any action (whether or not
authorized hereunder) as to which the Trustee or the Trust Administrator has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event could occur with respect to such action. In
addition, prior to taking any action with respect to any Trust REMIC or its
assets, or causing any Trust REMIC to take any action, which is not contemplated
under the terms of this Agreement, the Servicer will consult with the Trustee
and the Trust Administrator or their designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
any Trust REMIC, and the Servicer shall not take any such action or cause any
Trust REMIC to take any such action as to which the Trustee or the Trust
Administrator has advised it in writing that an Adverse REMIC Event could occur.
The Trust Administrator and the Trustee may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking to take
the action not permitted by this Agreement, but in no event shall such cost be
an expense of the Trustee or the Trust Administrator. At all times as may be
required by the Code, the Trust Administrator, the Trustee or Servicer will
ensure that substantially all of the assets of any Trust REMIC will consist of
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

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

     (h) [Reserved].

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

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

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

     SECTION 10.02 Prohibited Transactions and Activities.

     None of the Depositor, the Servicer, the Trust Administrator or the Trustee
shall sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any
assets for any Trust REMIC (other than REO Property acquired in respect of a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.

     SECTION 10.03 Servicer, Trustee and Trust Administrator Indemnification.

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

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

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


<PAGE>


                                   ARTICLE XI


                            MISCELLANEOUS PROVISIONS

     SECTION 11.01 Amendment.

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

     This Agreement may also be amended from time to time by the Depositor, the
Servicer, the Trustee and the Trust Administrator with the consent of the
Holders of Certificates entitled to at least [__]% of the Voting Rights for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Cap Provider or Holders of Certificates; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Cap Provider or
Holders of any Class of Certificates (as evidenced by either (i) an Opinion of
Counsel delivered to the Trustee and Trust Administrator or (ii) written notice
to the Depositor, the Servicer, the Trustee and the Trust Administrator from the
Rating Agencies that such action will not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates with respect to which it
is a Rating Agency) in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least [__]%
of the Voting Rights allocated to such Class, or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be entitled to
Voting Rights with respect to matters affecting such Certificates.

     Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the Trust Administrator shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel to the
effect that such amendment will not result in the imposition of any tax on 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.

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

     Notwithstanding any of the other provisions of this Section 11.01, none of
the Depositor, the Servicer or the Trustee shall enter into any amendment to
Section 4.01(e), Section 4.08 or Section 11.10 of this Agreement without the
prior written consent of the Cap Provider.

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

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

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

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

     SECTION 11.02 Recordation of Agreement; Counterparts.

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

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

     SECTION 11.03 Limitation on Rights of Certificateholders.

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

     No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

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

     SECTION 11.04 Governing Law.

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

     SECTION 11.05 Notices.

     All directions, demands and notices hereunder shall be sent (i) via
facsimile (with confirmation of receipt) or (ii) in writing and shall be deemed
to have been duly given when received if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service or delivered
in any other manner specified herein, to (a) in the case of the Depositor, 390
Greenwich Street, New York, New York 10013, Attention: Mortgage Finance Group
(telecopy number (212) 723-8604), or such other address or telecopy number as
may hereafter be furnished to the Servicer, the Trust Administrator and the
Trustee in writing by the Depositor, (b) in the case of [_______________],
[_______________], Attention: [_______________] (telecopy number:
[_______________]), or such other address or telecopy number as may hereafter be
furnished to the Trustee, the Trust Administrator and the Depositor in writing
by the Servicer, (c) in the case of the Trust Administrator, [_______________],
Attention: [_______________] (telecopy number [_______________]), or such other
address or telecopy number as may hereafter be furnished to the Trustee, the
Servicer and the Depositor in writing by the Trust Administrator and (d) in the
case of the Trustee, [_______________], Attention: [_______________] (telecopy
number [_______________]), or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trust Administrator and the
Depositor in writing by the Trustee. Any notice required or permitted to be
given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

     SECTION 11.06 Severability of Provisions.

     If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 11.07 Notice to Rating Agencies.

     The Trust Administrator shall use its best efforts promptly to provide
notice to the Rating Agencies, and the Servicer shall use its best efforts
promptly to provide notice to the Trust Administrator, with respect to each of
the following of which the Trust Administrator or the Servicer, as applicable,
has actual knowledge:

     1. Any material change or amendment to this Agreement;

     2. The occurrence of any Servicer Event of Default that has not been cured
or waived;

     3. The resignation or termination of any Servicer, the Trust Administrator
or the Trustee;

     4. The repurchase or substitution of Mortgage Loans pursuant to or as
contemplated by Section 2.03;

     5. The final payment to the Holders of any Class of Certificates;

     6. Any change in the location of the Collection Account or the Distribution
Account;

     7. Any event that would result in the inability of the Trust Administrator
or the Trustee, as applicable, were it to succeed as Servicer, to make advances
regarding delinquent Mortgage Loans; and

     8. The filing of any claim under the Servicer's blanket bond and errors and
omissions insurance policy required by Section 3.14 or the cancellation or
material modification of coverage under any such instrument.

     In addition, the Trust Administrator shall make available to the Rating
Agencies copies of each report to Certificateholders described in Section 4.02
and the Servicer, as required pursuant to Section 3.20 and Section 3.21, shall
promptly furnish to the Rating Agencies copies of the following:

     1. Each annual statement as to compliance described in Section 3.20; and

     2. Each annual independent public accountants' servicing report described
in Section 3.21.

     Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Fitch
Ratings, One State Street Plaza, New York, New York 10004, to Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041 and to Moody's at 99 Church Street, New York,
New York 10007 or such other addresses as the Rating Agencies may designate in
writing to the parties hereto.

     SECTION 11.08 Article and Section References.

     All article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.

     SECTION 11.09 Grant of Security Interest. It is the express intent of the
parties hereto that the conveyance of the Mortgage Loans by the Depositor to the
Trustee be, and be construed as, a sale of the Mortgage Loans by the Depositor
and not a pledge of the Mortgage Loans by the Depositor to secure a debt or
other obligation of the Depositor. However, in the event that, notwithstanding
the aforementioned intent of the parties, the Mortgage Loans are held to be
property of the Depositor, then, (a) it is the express intent of the parties
that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor and (b)(1)
this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the Uniform Commercial Code as in effect from
time to time in the State of New York; (2) the conveyance provided for in
Section 2.01 hereof shall be deemed to be a grant by the Depositor to the
Trustee of a security interest in all of the Depositor's right, title and
interest in and to the Mortgage Loans and all amounts payable to the holders of
the Mortgage Loans in accordance with the terms thereof and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts, other
than investment earnings, from time to time held or invested in the Collection
Account and the Distribution Account, whether in the form of cash, instruments,
securities or other property; (3) the obligations secured by such security
agreement shall be deemed to be all of the Depositor's obligations under this
Agreement, including the obligation to provide to the Certificateholders the
benefits of this Agreement relating to the Mortgage Loans and the Trust Fund;
and (4) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial
intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
of perfecting such security interest under applicable law. Accordingly, the
Depositor hereby grants to the Trustee a security interest in the Mortgage Loans
and all other property described in clause (2) of the preceding sentence, for
the purpose of securing to the Trustee the performance by the Depositor of the
obligations described in clause (3) of the preceding sentence. Notwithstanding
the foregoing, the parties hereto intend the conveyance pursuant to Section 2.01
to be a true, absolute and unconditional sale of the Mortgage Loans and assets
constituting the Trust Fund by the Depositor to the Trustee.

SECTION 11.10      Third Party Rights.

     The Cap Provider 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.


<PAGE>


     IN WITNESS WHEREOF, the Depositor, the Servicer, the Trust Administrator
and the Trustee have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first
above written.

                         CITIGROUP MORTGAGE LOAN TRUST INC.,
         Depositor


                         By:
                            -----------------------------------------
          Name:
         Title:




                         [---------------],
         a Servicer


                         By:
                            -----------------------------------------
          Name:
         Title:


                         [---------------],
                         as Trust Administrator


                         By:
                            -----------------------------------------
          Name:
         Title:


                         [---------------],
                         not in its individual capacity but solely as Trustee



                         By:
                            -----------------------------------------
          Name:
         Title:


<PAGE>


STATE OF NEW YORK                   )
                                    ) ss.:
COUNTY OF NEW YORK                  )


     On the ____ day of [______________], before me, a notary public in and for
said State, personally appeared __________________, known to me to be a
__________________ of Citigroup Mortgage Loan Trust Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                     ------------------------
                                                        Notary Public


[Notarial Seal]



<PAGE>



STATE OF ______________)
                                    ) ss.:
COUNTY OF ___________               )


     On the ____ day of [______________], before me, a notary public in and for
said State, personally appeared _________________, known to me to be a
________________ of [______________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.


                                                     ------------------------
                                                        Notary Public


[Notarial Seal]



<PAGE>



 STATE OF NEW YORK                  )
                                    ) ss.:
COUNTY OF NEW YORK                  )


     On the ____ day of [______________], before me, a notary public in and for
said State, personally appeared _________________, known to me to be a
________________ of [______________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                      ------------------------
                                                        Notary Public


[Notarial Seal]


<PAGE>



STATE OF ____________               )
                                    ) ss.:
COUNTY OF ___________               )


     On the ____ day of [______________], before me, a notary public in and for
said State, personally appeared _________________, known to me to be a
________________ of [______________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such entity executed the
within instrument.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                     ------------------------
                                                        Notary Public


[Notarial Seal]