EXHIBIT 4.1


                       AMERIQUEST MORTGAGE SECURITIES INC.

                                    Depositor




                           AMERIQUEST MORTGAGE COMPANY

                                 Master Servicer



                                       and

                                       [-]

                                     Trustee




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

                         POOLING AND SERVICING AGREEMENT
                                 Dated as of [_]

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





                     ASSET-BACKED PASS-THROUGH CERTIFICATES

                                   SERIES [_]



<PAGE>



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

<S>                                                                                                            <C>
      SECTION


                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01.        Defined Terms.............................................................................
SECTION 1.02.        Allocation of Certain Interest Shortfalls.................................................
SECTION 1.03.        Rights of the NIMS Insurer................................................................

                                   ARTICLE II

         CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.01.        Conveyance of Mortgage Loans..............................................................
SECTION 2.02.        Acceptance of REMIC I by the Trustee......................................................
SECTION 2.03.        Repurchase or Substitution of Mortgage Loans by the Seller or the Depositor; Payment of
                     Prepayment Charge Payment Amounts.........................................................
SECTION 2.04.        [Reserved]................................................................................
SECTION 2.05.        Representations, Warranties and Covenants of the Master Servicer..........................
SECTION 2.06.        Issuance of the REMIC I Regular Interests and the Class R-I Interest......................
SECTION 2.07.        Conveyance of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC III by the
                     Trustee...................................................................................
SECTION 2.08.        Issuance of Class R Certificates and Class R-X Certificates...............................

                                   ARTICLE III

               ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

SECTION 3.01.        Master Servicer to Act as Master Servicer.................................................
SECTION 3.02.        Collection of Certain Mortgage Loan Payments..............................................
SECTION 3.03.        [Reserved]................................................................................
SECTION 3.04.        Collection Account, Escrow Account and Distribution Account...............................
SECTION 3.05.        Permitted Withdrawals From the Collection Account, Escrow Account and Distribution
                     Account...................................................................................
SECTION 3.06.        Investment of Funds in the Collection Account, the Escrow Account, the REO Account and
                     the Distribution Account..................................................................
SECTION 3.07.        Payment of Taxes, Insurance and Other Charges.............................................
SECTION 3.08.        Maintenance of Hazard Insurance...........................................................
SECTION 3.09.        Maintenance of Mortgage Blanket Insurance.................................................
SECTION 3.10.        Fidelity Bond; Errors and Omissions Insurance.............................................
SECTION 3.11.        Enforcement of Due-On-Sale Clauses; Assumption Agreements.................................
SECTION 3.12.        Realization Upon Defaulted Mortgage Loans.................................................
SECTION 3.13.        Title, Management and Disposition of REO Property.........................................
SECTION 3.14.        [Reserved]................................................................................
SECTION 3.15.        Reports of Foreclosure and Abandonment of Mortgaged Properties............................
SECTION 3.16.        Optional Purchase of Defaulted Mortgage Loans.............................................
SECTION 3.17.        Trustee to Cooperate; Release of Mortgage Files...........................................
SECTION 3.18.        Servicing Compensation....................................................................
SECTION 3.19.        Statement as to Compliance................................................................
SECTION 3.20.        Independent Public Accountants' Servicing Report..........................................
SECTION 3.21.        Access to Certain Documentation...........................................................
SECTION 3.22.        [Reserved]................................................................................
SECTION 3.23.        Advance Facility..........................................................................

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.        Distributions.............................................................................
SECTION 4.02.        Statements to Certificateholders..........................................................
SECTION 4.03.        Remittance Reports and Other Reports to the Trustee; Advances; Payments in Respect of
                     Prepayment Interest Shortfalls............................................................
SECTION 4.04.        Allocation of Realized Losses.............................................................
SECTION 4.05.        Compliance with Withholding Requirements..................................................
SECTION 4.06.        Commission Reporting......................................................................
SECTION 4.07.        [Reserved]................................................................................
SECTION 4.08.        [Reserved]................................................................................
SECTION 4.09.        [Reserved]................................................................................
SECTION 4.10.        Swap Account..............................................................................
SECTION 4.11.        Tax Treatment of Swap Payments and Swap Termination Payments..............................
SECTION 4.12.        Net WAC Rate Carryover Reserve Account....................................................

                                    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 MASTER SERVICER

SECTION 6.01.        Liability of the Depositor and the Master Servicer........................................
SECTION 6.02.        Merger or Consolidation of the Depositor or the Master Servicer...........................
SECTION 6.03.        Limitation on Liability of the Depositor, the Master Servicer and Others..................
SECTION 6.04.        Limitation on Resignation of the Master Servicer..........................................
SECTION 6.05.        Rights of the Depositor in Respect of the Master Servicer.................................
SECTION 6.06.        Sub-Servicing Agreements Between the Master Servicer and Sub-Servicers....................
SECTION 6.07.        Successor Sub-Servicers...................................................................
SECTION 6.08.        Liability of the Master Servicer..........................................................
SECTION 6.09.        No Contractual Relationship Between Sub-Servicers and the NIMS Insurer, the Trustee or
                     Certificateholders........................................................................
SECTION 6.10.        Assumption or Termination of Sub-Servicing Agreements by Trustee..........................
SECTION 6.11.        Sub-Servicing Accounts....................................................................

                                   ARTICLE VII

                                     DEFAULT

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

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

SECTION 8.01.        Duties of Trustee.........................................................................
SECTION 8.02.        Certain Matters Affecting the Trustee.....................................................
SECTION 8.03.        The Trustee Not Liable for Certificates or Mortgage Loans.................................
SECTION 8.04.        Trustee May Own Certificates..............................................................
SECTION 8.05.        Trustee's Fees and Expenses...............................................................
SECTION 8.06.        Eligibility Requirements for Trustee......................................................
SECTION 8.07.        Resignation and Removal of the Trustee....................................................
SECTION 8.08.        Successor Trustee.........................................................................
SECTION 8.09.        Merger or Consolidation of Trustee........................................................
SECTION 8.10.        Appointment of Co-Trustee or Separate Trustee.............................................
SECTION 8.11.        Appointment of Custodians.................................................................
SECTION 8.12.        Appointment of Office or Agency...........................................................
SECTION 8.13.        Representations and Warranties of the Trustee.............................................

                                   ARTICLE IX

                                   TERMINATION

SECTION 9.01.        Termination Upon Repurchase or Liquidation of All 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.       Master Servicer and Trustee 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 and the NIMS Insurer............................................
SECTION 11.08.       Article and Section References............................................................
SECTION 11.09.       Grant of Security Interest................................................................
SECTION 11.10.       Third Party Rights........................................................................


EXHIBITS
Exhibit A-1                              Form of Class A-1 Certificate
Exhibit A-2A                             Form of Class A-2A Certificate
Exhibit A-2B                             Form of Class A-2B Certificate
Exhibit A-2C                             Form of Class A-2C Certificate
Exhibit A-2D                             Form of Class A-2D Certificate
Exhibit A-M-1                            Form of Class M-1 Certificate
Exhibit A-M-2                            Form of Class M-2 Certificate
Exhibit A-M-3                            Form of Class M-3 Certificate
Exhibit A-M-4                            Form of Class M-4 Certificate
Exhibit A-M-5                            Form of Class M-5 Certificate
Exhibit A-M-6                            Form of Class M-6 Certificate
Exhibit A-M-7                            Form of Class M-7 Certificate
Exhibit A-M-8                            Form of Class M-8 Certificate
Exhibit A-M-9                            Form of Class M-9 Certificate
Exhibit A-M-10                           Form of Class M-10 Certificate
Exhibit A-CE                             Form of Class CE Certificate
Exhibit A-P                              Form of Class P Certificate
Exhibit A-R                              Form of Class R Certificate
Exhibit A-R-X                            Form of Class R-X Certificate
Exhibit B                                Form of Lost Note Affidavit
Exhibit C-1                              Form of Trustee's Initial Certification
Exhibit C-2                              Form of Trustee's Final Certification
Exhibit C-3                              Form of Trustee's Receipt of Mortgage Note
Exhibit D                                Form of Mortgage Loan Purchase Agreement
Exhibit E                                Request for Release
Exhibit                                  F-1 Form of Transferor Representation
                                         Letter and Form of Transferee
                                         Representation Letter in Connection
                                         with Transfer of Class CE and Class P
                                         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                                Form of Interest Rate Swap Agreement Exhibit I Loss
                                         Mitigation Action Plan
Exhibit J-1                              Form of Certification to Be Provided to Depositor by the Trustee
Exhibit J-2                              Form of Certification to Be Provided by the Depositor with Form 10-K
Exhibit K                                [Reserved]
Exhibit L                                [Reserved]
Exhibit M                                Annual Statement of Compliance pursuant to Section 3.19
Schedule 1                               Mortgage Loan Schedule
Schedule 2                               Prepayment Charge Schedule
</TABLE>



<PAGE>



         This Pooling and Servicing Agreement, is dated and effective as of [_],
among AMERIQUEST MORTGAGE SECURITIES INC., as Depositor, AMERIQUEST MORTGAGE
COMPANY, as Master Servicer, and [_], as Trustee.

         PRELIMINARY STATEMENT:

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

                                     REMIC I

         As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the Mortgage Loans and certain other related assets
(other than any Master Servicer Prepayment Charge Payment Amounts, the Net WAC
Rate Carryover Reserve Account, the Swap Account and the Interest Rate Swap
Agreement) subject to this Agreement as a REMIC for federal income tax purposes,
and such segregated pool of assets shall be designated as "REMIC I." The Class
R-I Interest shall 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 shall be certificated.




<PAGE>



<TABLE>
<CAPTION>
                      REMIC I                 INITIAL             LATEST POSSIBLE
  DESIGNATION     REMITTANCE RATE     UNCERTIFICATED BALANCE     MATURITY DATE(1)
--------------- ------------------- -------------------------- --------------------
<S>             <C>                  <C>                        <C>

</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 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.


                                    REMIC II

         As provided herein, the Trustee shall 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 shall be
designated as "REMIC II." The Class R-II Interest shall evidence the sole class
of "residual interests" in REMIC II for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the REMIC II 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 II Regular Interests (as defined herein). None of
the REMIC II Regular Interests shall be certificated.

<TABLE>
<CAPTION>
                  REMIC II REMITTANCE     INITIAL UNCERTIFICATED       LATEST POSSIBLE
  DESIGNATION            RATE                    BALANCE              MATURITY DATE(1)
--------------- ----------------------- --------------------------  --------------------
<S>             <C>                     <C>                         <C>


</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 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 II Remittance
         Rate" herein.
(3)      REMIC II Regular Interest II-IO will not have an Uncertificated
         Balance, but will accrue interest on its Uncertificated Notional
         Amount.

                                   REMIC III

         As provided herein, the Trustee shall elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets shall be
designated as "REMIC III." The Class R-III Interest shall evidence the sole
class of "residual interests" in REMIC III for purposes of the REMIC Provisions.
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 interests.

         Each Certificate, other than the Class P Certificate, the Class CE
Certificate and the Class R Certificates, represents ownership of a Regular
Interest in REMIC III and also represents (i) the right to receive payments with
respect to the Net WAC Rate Carryover Amount (as defined herein) and (ii) the
obligation to pay Class IO Distribution Amounts (as defined herein). The
entitlement to principal of the Regular Interest which corresponds to each
Certificate shall be equal in amount and timing to the entitlement to principal
of such Certificate.


<TABLE>
<CAPTION>
                                                           INITIAL AGGREGATE
                                                         CERTIFICATE PRINCIPAL            LATEST POSSIBLE
        DESIGNATION             PASS-THROUGH RATE               BALANCE                   MATURITY DATE(1)
---------------------------- ------------------------ ----------------------------- -----------------------------
<S>                          <C>                      <C>                           <C>

</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 Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for each Class of
         Certificates and interests.
(2)      Calculated in accordance with the definition of "Pass-Through Rate"
         herein.
(3)      The Class CE Interest shall 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 II Regular Interests, other than
         REMIC II Regular Interest II-LTP. The Class CE Interest shall not
         accrue interest on its Certificate Principal Balance.
(4)      The Class P Interest will be entitled to [_]% of amounts distributed in
         respect of REMIC II Regular Interest LTP.
(5)      The Class SWAP-IO Interest will not have a Pass-Through Rate or a
         Certificate Principal Balance, but will be entitled to [_]% of amounts
         distributed on REMIC II Regular Interest IO.


                                    REMIC IV

         As provided herein, the Trustee shall 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 shall be designated as "REMIC
IV." The Class R-IV Interest shall 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 Class of Certificates.


<TABLE>
<CAPTION>
                                                              INITIAL AGGREGATE
                                                            CERTIFICATE PRINCIPAL           LATEST POSSIBLE
          DESIGNATION               PASS-THROUGH RATE              BALANCE                 MATURITY DATE(1)
-------------------------------- ------------------------ ---------------------------  --------------------------
<S>                              <C>                      <C>                          <C>
     Class CE Certificates             Variable(2)

</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 Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class CE
         Certificates.
(2)      The Class CE Certificates shall receive [_]% of amounts received in
         respect of the Class CE Interest.


                                     REMIC V

         As provided herein, the Trustee shall make an election 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 shall be
designated as "REMIC V." The Class R-V Interest represents the sole class of
"residual interests" in REMIC V for purposes of the REMIC Provisions. 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.


<TABLE>
<CAPTION>
                                                              INITIAL AGGREGATE
                                                            CERTIFICATE PRINCIPAL           LATEST POSSIBLE
          DESIGNATION               PASS-THROUGH RATE              BALANCE                 MATURITY DATE(1)
-------------------------------- ------------------------ ---------------------------  --------------------------
<S>                              <C>                      <C>                          <C>
     Class P Certificates              Variable(2)

</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 Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for the Class P
         Certificates.
(2)      The Class P Certificates shall receive [_]% of amounts received in
         respect of the Class P Interest.


                                    REMIC VI

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


<TABLE>
<CAPTION>
                                                            INITIAL AGGREGATE
                                                          CERTIFICATE PRINCIPAL            LATEST POSSIBLE
       DESIGNATION             PASS-THROUGH RATE                 BALANCE                  MATURITY DATE(1)
--------------------------- -------------------------  ----------------------------  ----------------------------
<S>                         <C>                        <C>                           <C>
         SWAP-IO                  Variable(2)

</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 Loan with the latest maturity date has been
         designated as the "latest possible maturity date" for REMIC VI Regular
         Interest SWAP-IO.
(2)      REMIC VI Regular Interest SWAP-IO shall receive [_]% of amounts
         received in respect of the Class SWAP-IO Interest.

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

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

<PAGE>


                                   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 and all
calculations on each Regular Interest shall be made on the basis of a 360-day
year and the actual number of days in the month.

         "Accrued Certificate Interest": With respect to any Class of
Certificates (other than the Class P Certificates and the Residual 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 Adjustable-Rate
Certificates and the Fixed-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 Adjustable-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
Fixed-Rate Certificates and the Class CE Certificates shall be based on a
360-day year consisting of twelve 30-day months. Accrued Certificate Interest
with respect to each Distribution Date, as to any Class A Certificate or
Mezzanine Certificate, 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 4.03(e) or allocated
to the Class CE Certificates pursuant to Section 1.02 and (b) the aggregate
amount of any Relief Act Interest Shortfall, if any, for such Distribution Date
not allocated to the Class CE Certificates pursuant to Section 1.02. Accrued
Certificate Interest with respect to each Distribution Date and any Class CE
Certificate shall be reduced by (a) Prepayment Interest Shortfalls, if any,
allocated to such Class of Certificates pursuant to Section 1.02 hereof, (b)
Relief Act Interest Shortfalls, if any, allocated to such Class of Certificates
pursuant to Section 1.02 hereof and (c) an amount equal to the portion of
Realized Losses, if any, allocable to interest on the Class CE Certificate
pursuant to Section 4.04 hereof.

         "Adjustable-Rate Certificates": The Class A Certificates and the
Mezzanine Certificates.

         "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.

         "Advance": As to any Mortgage Loan or REO Property, any advance made by
the Master Servicer or a successor Master Servicer in respect of any
Distribution Date representing the aggregate of all payments of principal and
interest, net of the Servicing Fee, that were due during the related Due Period
on the Mortgage Loans and that were delinquent on the related Determination
Date, plus certain amounts representing assumed payments not covered by any
current net income on the Mortgaged Properties acquired by foreclosure or deed
in lieu of foreclosure as determined pursuant to Section 4.03.

         "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, the sum of (i) the 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 undistributed from the previous Distribution Date, reduced by the
amount of the increase in the Certificate Principal Balance of such Class of
Certificates due to the receipt of Subsequent Recoveries as provided in Section
4.01.

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

         "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.

         "Available Funds": With respect to any Distribution Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit in the
Collection Account and Distribution Account as of the close of business on the
related Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property withdrawn from
any REO Account and deposited in the Distribution Account for such Distribution
Date pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in
the Distribution Account by the Master Servicer in respect of Prepayment
Interest Shortfalls for such Distribution Date pursuant to Section 4.03(e), (d)
the aggregate of any Advances made by the Master Servicer for such Distribution
Date pursuant to Section 4.03 and (e) the aggregate of any Advances made by the
successor Master Servicer or the Trustee for such Distribution Date pursuant to
Section 7.02(b), reduced (to not less than zero) by (2) the sum of (x) the
portion of the amount described in clause (1)(a) above that represents (i)
Monthly Payments on the Mortgage Loans received from a Mortgagor on or prior to
the Determination Date but due during any Due Period subsequent to the related
Due Period, (ii) Principal Prepayments on the Mortgage Loans received after the
related Prepayment Period (together with any interest payments received with
such Principal Prepayments to the extent they represent the payment of interest
accrued on the Mortgage Loans during a period subsequent to the related
Prepayment Period), (iii) Liquidation Proceeds, Insurance Proceeds and
Subsequent Recoveries received in respect of the Mortgage Loans after the
related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Master Servicer, the Trustee, the Seller or any Sub-Servicer
pursuant to Section 3.05 or Section 3.06 or otherwise payable in respect of
Extraordinary Trust Fund Expenses, (v) Stayed Funds, (vi) the Trustee Fee
payable from the Distribution Account pursuant to Section 8.05, (vii) amounts
deposited in the Collection Account or the Distribution Account in error and
(viii) the amount of any Prepayment Charges collected by the Master Servicer and
the amount of any Master Servicer Prepayment Charge Payment Amounts, (y) amounts
reimbursable to the Trustee for an advance made pursuant to Section 7.02(b)
which advance the Trustee has determined to be nonrecoverable from the Stayed
Funds in respect of which it was made and (z) any Net Swap Payment or any Swap
Termination Payments owed to the Interest Rate Swap Provider other than due to a
Swap Provider Trigger Event (after taking into account any upfront payment
received by the Interest Rate Swap Provider from the counterparty to a
replacement similar agreement).

         "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 shall 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 California, the
State of New York, or in the city in which the Corporate Trust Office of the
Trustee is located, are authorized or obligated by law or executive order to be
closed.

         "Certificate": Any one of the Depositor's Asset-Backed Pass-Through
Certificates, Series [_], Class A-1, Class A-2A, Class A-2B, Class A-2C, Class
A-2D, 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 CE, Class P, Class R and Class R-X,
issued under this Agreement.

         "Certificate Factor": With respect to any Class of Regular Certificates
as of any Distribution Date, a fraction, expressed as a decimal carried to six
places, the numerator of which is the 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 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.

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, except that a Disqualified
Organization or a Non-United States Person shall not be a Holder of a Residual
Certificate for any purposes hereof and, solely for the purposes of giving any
consent pursuant to this Agreement, any Certificate registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be deemed
not to be outstanding and the Voting Rights to which it is entitled shall not be
taken into account in determining whether the requisite percentage of Voting
Rights necessary to effect any such consent has been obtained, except as
otherwise provided in Section 11.01. The Trustee and the NIMS Insurer may
conclusively rely upon a certificate of the Depositor or the Master 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 NIMS Insurer shall be
required to recognize as a "Holder" or "Certificateholder" only the Person in
whose name a Certificate is registered in the Certificate Register.

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

<TABLE>
<CAPTION>
   Class                 REMIC II Regular Interest                        Certificate Margin
---------------   ---------------------------------------       ------------------- --------------------
                                                                     (1) (%)              (2) (%)
<S>               <C>                                           <C>                 <C>
    A-1              REMIC II Regular Interest II-LTA1                 [_]                  [_]
   A-2A             REMIC II Regular Interest II-LTA2A                 [_]                  [_]
   A-2B             REMIC II Regular Interest II-LTA2B                 [_]                  [_]
   A-2C             REMIC II Regular Interest II-LTA2C                 [_]                  [_]
   A-2D             REMIC II Regular Interest II-LTA2D                 [_]                  [_]
    M-1              REMIC II Regular Interest II-LTM1                 [_]                  [_]
    M-2              REMIC II Regular Interest II-LTM2                 [_]                  [_]
    M-3              REMIC II Regular Interest II-LTM3                 [_]                  [_]
    M-4              REMIC II Regular Interest II-LTM4                 [_]                  [_]
    M-5              REMIC II Regular Interest II-LTM5                 [_]                  [_]
    M-6              REMIC II Regular Interest II-LTM6                 [_]                  [_]
    M-7              REMIC II Regular Interest II-LTM7                 [_]                  [_]
    M-8              REMIC II Regular Interest II-LTM8                 [_]                  [_]
    M-9              REMIC II Regular Interest II-LTM9                 [_]                  [_]
   M-10             REMIC II Regular Interest II-LTM10                 [_]                  [_]
</TABLE>

----------
(1)      For the Interest Accrual Period for each Distribution Date on or prior
         to the Optional Termination Date.
(2)      For the Interest Accrual Period for each Distribution Date after the
         Optional Termination Date.

         "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, with
respect to each Mezzanine Certificate, any increase in the Certificate Principal
Balance of such Certificate pursuant to Section 4.01 due to the receipt of
Subsequent Recoveries, minus all distributions allocable to principal made
thereon on such Distribution Date and, in the case of a Mezzanine Certificate,
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 each Class CE
Certificate 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 II 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 and the registrar appointed pursuant to Section 5.02.

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

         "Class A Certificate": Any one of the Class A-1, Class A-2A, Class
A-2B, Class A-2C and Class A-2D Certificates.

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

         "Class A-1 Certificate": Any one of the Class A-1 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-1 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class A-2A Certificate": Any one of the Class A-2A Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2A and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.

         "Class A-2B Certificate": Any one of the Class A-2B Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2B and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.

         "Class A-2C Certificate": Any one of the Class A-2C Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2C and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.

         "Class A-2D Certificate": Any one of the Class A-2D Certificates
executed by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-2D and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.

         "Class CE Certificate": Any one of the Class CE Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-CE and evidencing (i) a
Regular Interest in REMIC IV, (ii) the obligation to pay Net WAC Rate Carryover
Amounts and Swap Termination Payments and (iii) the right to receive the Class
IO Distribution Amount.

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

         "Class IO Distribution Amount": As defined in Section 3.20 hereof. For
purposes of clarity, the Class IO Distribution Amount for any Distribution Date
shall equal the amount payable to the Swap Administrator on such Distribution
Date in excess of the amount payable on the Class SWAP-IO Interest on such
Distribution Date, all as further provided in Section 3.20 hereof.

         "Class SWAP-IO Interest": An uncertificated interest in the Trust Fund
evidencing a Regular Interest in REMIC III.

         "Class M-1 Certificate": Any one of the Class M-1 Certificates executed
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-1 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) [_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-2 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-2 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-2 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date) and (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) [_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-3 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv)
the Certificate Principal Balance of the Class M-3 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
[_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-4 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-4 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment 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) [_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-5 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment 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) [_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-6 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment 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)
[_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-7 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment 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) [_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-8 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date) and (ix) 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) [_]% 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
by the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-M-9 and evidencing (i) a
Regular Interest in REMIC III, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.

         "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-9 Certificates immediately prior to
such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
Certificate Principal Balance of the Class A Certificates (after taking into
account the payment of the Class A Principal Distribution Amount on such
Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the payment 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)
[_]% 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 by the Trustee, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit A-M-10 and
evidencing (i) a Regular Interest in REMIC III, (ii) the right to receive the
Net WAC Rate Carryover Amount and (iii) the obligation to pay the Class IO
Distribution Amount.

         "Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to the lesser of (I) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date and (II) the excess of (x) the sum of (i) the
aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount on
such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
Certificates (after taking into account the payment of the Class M-1 Principal
Distribution Amount on such Distribution Date), (iii) the Certificate Principal
Balance of the Class M-2 Certificates (after taking into account the payment of
the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the
Certificate Principal Balance of the Class M-3 Certificates (after taking into
account the payment of the Class M-3 Principal Distribution Amount on such
Distribution Date), (v) the Certificate Principal Balance of the Class M-4
Certificates (after taking into account the payment of the Class M-4 Principal
Distribution Amount on such Distribution Date), (vi) the Certificate Principal
Balance of the Class M-5 Certificates (after taking into account the payment of
the Class M-5 Principal Distribution Amount on such Distribution Date), (vii)
the Certificate Principal Balance of the Class M-6 Certificates (after taking
into account the payment of the Class M-6 Principal Distribution Amount on such
Distribution Date), (viii) the Certificate Principal Balance of the Class M-7
Certificates (after taking into account the payment of the Class M-7 Principal
Distribution Amount on such Distribution Date), (ix) the Certificate Principal
Balance of the Class M-8 Certificates (after taking into account the payment of
the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the
Certificate Principal Balance of the Class M-9 Certificates (after taking into
account the payment 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) [_]% 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 by
the Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-P, representing the right
to distributions as set forth herein and therein and evidencing a Regular
Interest in REMIC V for purposes of the REMIC Provisions.

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

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

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

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

         "Class R-X Certificate": Any one of the Class R-X Certificates executed
by the Trustee and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-R-X and evidencing the
ownership of the Class R-IV Interest, the Class R-V Interest and the Class R-VI
Interest.

         "Closing Date": [_].

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

         "Collection Account": The account or accounts created and maintained by
the Master Servicer pursuant to Section 3.04(a), which shall be entitled
"Ameriquest Mortgage Company, as Master Servicer for [_], as Trustee, in trust
for the registered holders of Ameriquest Mortgage Securities Inc., Asset-Backed
Pass-Through Certificates, Series [_]." The Collection Account must be an
Eligible Account.

         "Combined Loan-to-Value Ratio": As of any date of determination, and
with respect to second lien Mortgage Loans, the fraction, expressed as a
percentage, the numerator of which is (i) the sum of (a) the outstanding
principal balance of the related first-lien mortgage loan plus (b) the Stated
Principal Balance of the related second-lien mortgage loan and the denominator
of which is (ii) the Value of the related Mortgaged Property.

         "Commission": The Securities and Exchange Commission.

         "Compensating Interest": As defined in Section 4.03(e) hereof.

         "Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 1761 East St. Andrew Place,
Santa Ana, California 92705-4934, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor
and the Master Servicer.

         "Corresponding Certificate": With respect to each REMIC II Regular
Interest as follows:


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

         "Credit Enhancement Percentage": For any Distribution Date and the
Class A Certificates and any Class of Mezzanine Certificates, the percentage
equivalent of a fraction, 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, the numerator of which is the sum of the
aggregate Certificate Principal Balance of the Classes of Certificates with a
lower distribution priority than such Class, 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).

         "Cumulative Loss Percentage": With respect to any Distribution Date,
the percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the last day of the
preceding calendar month (reduced by the aggregate amount of Subsequent
Recoveries received from the Cut-off Date through the last day of the related
Due Period) and the denominator of which is the aggregate Stated Principal
Balance of the Mortgage Loans as of the Cut-off Date.

         "Custodian": A Custodian, which shall initially be [_].

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

         "Depositor": Ameriquest Mortgage Securities 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, that (a) is incorporated under the laws of the United
States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "P-1" by Moody's, "F-1" by Fitch and "A-1" by S&P (or comparable
ratings if Moody's, Fitch and S&P 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 10th
day of the calendar month in which such Distribution Date occurs or, if such
10th day is not a Business Day, the Business Day immediately preceding such 10th
day.

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

         "Disqualified Organization": Any of the following: (i) the United
States, any State or political subdivision thereof, any possession of the United
States, or any agency or instrumentality of any of the foregoing (other than an
instrumentality which is a corporation if all of its activities are 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" and (vi) any other Person so designated by the Trustee based
upon an Opinion of Counsel that the holding of an Ownership Interest in a
Residual Certificate by such Person may cause any Trust 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 Trustee pursuant to Section 3.04(e), which shall be entitled
"[_], as Trustee, in trust for the registered Holders of Ameriquest Mortgage
Securities Inc., Asset-Backed Pass-Through Certificates, 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 next succeeding Business Day, commencing in [_].

         "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 month immediately preceding the 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 or trust company the short-term unsecured debt
obligations of which are rated "F-1" by Fitch, "P-1" by Moody's and "A-1+" by
S&P (or comparable ratings if Fitch, Moody's and S&P are not the Rating
Agencies) at the time any amounts are held on deposit therein, (ii) an account
or accounts the deposits in which are fully insured by the FDIC or (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. Eligible Accounts may bear interest.

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

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

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

         "Estate in Real Property": A fee simple estate or leasehold 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 100% of the Principal
Remittance Amount on such Distribution Date has been distributed) over (ii) the
Overcollateralization Target Amount for such Distribution Date.

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

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

         "Extraordinary Trust Fund Expense": Any amounts reimbursable to the
Trustee, or any director, officer, employee or agent of the Trustee, from the
Trust Fund pursuant to Section 8.05, any amounts payable from the Distribution
Account in respect of taxes pursuant to Section 10.01(g)(iii) and any amounts
payable by the Trustee for the recording of the Assignments pursuant to Section
2.01.

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

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

         "Final Recovery Determination": With respect to any defaulted Mortgage
Loan or any REO Property (other than a Mortgage Loan or REO Property purchased
by the Seller, the Depositor or the Master Servicer pursuant to or as
contemplated by Section 2.03, Section 3.16(a) or Section 9.01), a determination
made by the Master Servicer that all Insurance Proceeds, Liquidation Proceeds
and other payments or recoveries which the Master Servicer, in its reasonable
good faith judgment, expects to be finally recoverable in respect thereof have
been so recovered. The Master Servicer shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination made thereby.

         "Final Stated Maturity Date": The Distribution Date occurring in
January 2036.

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

         "Fixed-Rate Certificates": None.

         "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans identified on
the Mortgage Loan Schedule as having a fixed Mortgage Rate.

         "Fixed Swap Payment": With respect to any Distribution Date, a fixed
amount equal to the Fixed Rate Payer Payment Amount, as defined in the Interest
Rate Swap Agreement.

         "Floating Swap Payment": With respect to any Swap Payment Date, a
floating amount equal to the product of (i) LIBOR (as determined pursuant to the
Interest Rate Swap Agreement for such Swap Payment Date), (ii) the related Base
Calculation Amount (as defined in the Interest Rate Swap Agreement), (iii) 250
and (iv) a fraction, the numerator of which is the actual number of days elapsed
from and including the previous Swap Payment Date to but excluding the current
Swap Payment Date (or, for the first Swap Payment Date, the actual number of
days elapsed from the Closing Date to but excluding the first Swap Payment
Date), and the denominator of which is 360.

         "Formula Rate": For any Distribution Date and each Class of
Adjustable-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 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": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date that
represents interest received or advanced on the Group I Mortgage Loans, minus an
amount equal to the Group I Net WAC Allocation Percentage of any Net Swap
Payment or Swap Termination Payment (other than termination payments resulting
from a Swap Provider Trigger Event) paid to the Interest Rate Swap Provider.

         "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 Net WAC Allocation Percentage" for any Distribution Date will
be the percentage equivalent of a fraction, the numerator of which will be (x)
the aggregate principal balance of the Group I Mortgage Loans as of the first
day of the related Due Period and the denominator of which will be (y) the
aggregate principal balance of the Mortgage Loans as of the first day of the
related Due Period.

         "Group I Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group I Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution 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, Section 3.16(a) 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 in Loan Group I 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 during the related Prepayment Period on the
Group I Mortgage Loans, net of any portion thereof that represents a recovery of
principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date; and (iv) the Group I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; MINUS (v) the Group I Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group I 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 Class A and Mezzanine
Certificates.

         "Group I Principal Remittance Amount": With respect to any Distribution
Date, the sum of the amounts described in clauses (i) through (iii) of the
definition of Group I Principal Distribution Amount.

         "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": With respect to any Distribution
Date, that portion of the Available Funds for such Distribution Date that
represents interest received or advanced on the Group II Mortgage Loans, minus
an amount equal to the Group II Net WAC Allocation Percentage of any Net Swap
Payment or Swap Termination Payment (other than termination payments resulting
from a Swap Provider Trigger Event) paid to the Interest Rate Swap Provider.

         "Group II Mortgage Loan": A Mortgage Loan assigned to Loan Group II,
all with a principal balance at origination that may or may not conform to
Fannie Mae or Freddie Mac loan limits.

         "Group II Net WAC Allocation Percentage" for any Distribution Date will
be the percentage equivalent of a fraction, the numerator of which will be (x)
the aggregate principal balance of the Group II Mortgage Loans as of the first
day of the related Due Period and the denominator of which will be (y) the
aggregate principal balance of the Mortgage Loans as of the first day of the
related Due Period.

         "Group II Principal Distribution Amount": With respect to any
Distribution Date, the sum of (i) the principal portion of each Monthly Payment
on the Group II Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Distribution 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, Section 3.16(a) 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 in Loan Group II 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 during the related Prepayment Period on the
Group II Mortgage Loans, net of any portion thereof that represents a recovery
of principal for which an Advance was made by the Master Servicer pursuant to
Section 4.03 in respect of a preceding Distribution Date and (iv) the Group II
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Distribution Date; MINUS (v) the Group II Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Distribution Date.
In no event shall the Group II 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 Class A and Mezzanine
Certificates.

         "Group II Principal Remittance Amount": With respect to any
Distribution Date, the sum of the amounts described in clauses (i) through (iii)
of the definition of Group II Principal Distribution Amount.

         "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 of decreasing priority: the Class M-1 Certificates,
the Class M-2 Certificates, the Class M-3 Certificates, the Class M-4
Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the Class
M-7 Certificates, the Class M-8 Certificates, the Class M-9 Certificates and the
Class M-10 Certificates.

         "HOEPA": The Home Ownership and Equity Protection Act of 1994.

         "Indenture": An indenture relating to the issuance of notes secured by
all or a portion of the Class CE Certificates, the Class P Certificates and/or
the Residual Certificates, which may or may not be guaranteed by the NIMS
Insurer.

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

         "Independent Contractor": Either (i) any Person (other than the Master
Servicer) that would be an "independent contractor" with respect to REMIC I
within the meaning of Section 856(d)(3) of the Code if such REMIC were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35% or more of any Class of Certificates), so long as such REMIC
does not receive or derive any income from such Person and provided that the
relationship between such Person and such REMIC is at arm's length, all within
the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other
Person (including the Master Servicer) if the Trustee has received an Opinion of
Counsel to the effect that the taking of any action in respect of any REO
Property by such Person, subject to any conditions therein specified, that is
otherwise herein contemplated to be taken by an Independent Contractor shall 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 average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as 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 Master
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.

         "Interest Accrual Period": With respect to any Distribution Date and
the Adjustable-Rate Certificates, the period commencing on the Distribution Date
in 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 II
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 any Class of Class A Certificates or 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 and (ii) the amount of
any Interest Carry Forward Amount for such Class of Certificates remaining
undistributed from the previous Distribution Date, plus accrued interest thereon
calculated at the related Pass-Through Rate for the most recently ended Interest
Accrual Period.

         "Interest Determination Date": With respect to the Adjustable-Rate
Certificates, and solely for purposes of calculating the Marker Rate, REMIC II
Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II Regular
Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9 and REMIC II Regular Interest II-LTM10 and any Interest Accrual Period
therefor (other than the first Interest Accrual Period), the second LIBOR
Business Day preceding the commencement of such Interest Accrual Period.

         "Interest Distribution Amount": With respect to any Distribution Date
and any Class of Class A Certificates or Mezzanine Certificates and the Class CE
Certificates, the aggregate Accrued Certificate Interest on the Certificates of
such Class for such Distribution Date.

         "Interest Rate Swap Agreement": The 1992 ISDA Master Agreement
(Multicurrency-Cross Border) dated as of [_] (together with the schedule
thereto, the Master Agreement) between [_] and the Trustee, an ISDA Credit
Support Annex (Bilateral Form-New York Law) as of the same date, which
supplements, forms part of, and is subject to the Master Agreement, and a
confirmation of the same date, which supplements and forms part of the Master
Agreement, reference #[_].

         "Interest Rate Swap Provider": Bear Stearns Financial Products Inc. or
any successor under the Interest Rate Swap Agreement.

         "Late Collections": With respect to any Mortgage Loan and any Due
Period, all amounts received subsequent to the Determination Date immediately
following such Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries 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.

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

         "Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made as to such Mortgage Loan; or (iii) such Mortgage Loan is
removed from REMIC I by reason of its being purchased, sold or replaced pursuant
to or as contemplated by Section 2.03, Section 3.16(a) 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 (other than Insurance Proceeds or
amounts received in respect of the rental of any REO Property prior to REO
Disposition) received by the Master Servicer in connection with (i) the taking
of all or a part of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan
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 3.13, Section 3.16(a) or Section 9.01.

         "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.

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

         "Loss Mitigation Action Plan": The policies and procedures set forth in
Exhibit I hereto relating to the realization on delinquent Mortgage Loans, which
are incorporated by reference into this Agreement and shall be deemed a part
hereof. "Lost Note Affidavit": With respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost, misplaced or destroyed and has
not been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note) and indemnifying the Trust Fund against any loss, cost or
liability resulting from the failure to deliver the original Mortgage Note, in
the form of Exhibit B hereto.

         "Marker Rate": With respect to the Class CE Interest and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC II Remittance Rate for REMIC II Regular Interest II-LTA1, REMIC II
Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest
II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3,
REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular
Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
II-LTM10, and REMIC II Regular Interest II-LTZZ, with the rate on each such
REMIC II Regular Interest (other than REMIC II Regular Interest II-LTZZ) subject
to the lesser of (i) LIBOR plus the related Certificate Margin and (ii) the
related Net WAC Pass-Through Rate for the purpose of this calculation for such
Distribution Date and with the rate on REMIC II Regular Interest II-LTZZ subject
to a cap of zero for the purpose of this calculation; provided, however, that
solely for this purpose, calculations of the REMIC II Remittance Rate and the
related caps with respect to REMIC II Regular Interest II-LTA1, REMIC II Regular
Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular Interest
II-LTM10, shall be multiplied by a fraction, the numerator of which is the
actual number of days in the Interest Accrual Period and the denominator of
which is 30.

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

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

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

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

         "Master Servicer Reporting Date": With respect to any Distribution
Date, 3:00 p.m. New York time on the 18th day of the calendar month in which
such Distribution Date occurs or, if such 18th day is not a Business Day, the
Business Day immediately succeeding such 18th day.

         "Master Servicer Termination Test": With respect to any Distribution
Date, the Master Servicer Termination Test shall be failed if the Cumulative
Loss Percentage exceeds [_]%.

         "Maximum Cap Rate": For any Distribution Date with respect to the Group
I Certificates, a per annum rate equal to the sum of (i) the product of (x) the
weighted average of the Expense Adjusted Net Maximum Mortgage Rates of the Group
I Mortgage Loans minus an amount, expressed as a percentage, equal to the Net
Swap Payment and Swap Termination Payment, if any (other than termination
payments resulting from a Swap Provider Trigger Event), due from the Trust for
such Distribution Date, multiplied by 12, 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 and (ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and the
denominator of which is equal to the aggregate Stated Principal Balance of the
Mortgage Loans, multiplied by 12.

         For any Distribution Date with respect to the Group II Certificates, a
per annum rate equal to the sum of (i) the product of (x) the weighted average
of the Expense Adjusted Net Maximum Mortgage Rates of the Group II Mortgage
Loans minus an amount, expressed as a percentage, equal to the Net Swap Payment
and Swap Termination Payment, if any (other than termination payments resulting
from a Swap Provider Trigger Event), due from the Trust for such Distribution
Date, multiplied by 12, 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 (ii) an amount, expressed as a percentage, equal to
a fraction, the numerator of which is equal to the Net Swap Payment made by the
Interest Rate Swap Provider and the denominator of which is equal to the
aggregate Stated Principal Balance of the Mortgage Loans, multiplied by 12.

         For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the sum of (i) the product of (x) 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 Expense Adjusted Net Maximum Mortgage Rates of 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) 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 (ii) an amount,
expressed as a percentage, equal to a fraction, the numerator of which is equal
to the Net Swap Payment made by the Interest Rate Swap Provider and the
denominator of which is equal to the aggregate Stated Principal Balance of the
Mortgage Loans, multiplied by 12.

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

         "Mezzanine Certificate": Any one of the Class M-1 Certificates, Class
M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates, Class M-9 Certificates and Class M-10 Certificates.

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

         "Monthly Payment": With respect to any Mortgage Loan, the scheduled
monthly payment of principal and interest on such Mortgage Loan which is payable
by the related Mortgagor from time to time under the related Mortgage Note,
determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt
Service Reduction with respect to such Mortgage Loan and (ii) any reduction in
the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.02; and (c) on the assumption that all
other amounts, if any, due under such Mortgage Loan are paid when due.

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

         "Mortgage": The mortgage, deed of trust or other instrument creating a
first lien or second lien on 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 held
from time to time as a part of REMIC I, the Mortgage Loans so held being
identified in the Mortgage Loan Schedule.

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

         "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:

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

         (2)      [reserved];

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

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

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

         (6)      the original months to maturity;

         (7)      the Loan-to-Value Ratio or Combined Loan-to-Value Ratio at
                  origination;

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

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

         (10)     the stated maturity date;

         (11)     the amount of the Monthly Payment due on the first Due Date
                  after the Cut-off Date;

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

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

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

         (15)     with respect to the Adjustable-Rate Mortgage Loans, the Gross
                  Margin;

         (16)     a code indicating the purpose of the Mortgage Loan (I.E.,
                  purchase, refinance debt consolidation cashout, or refinance
                  debt consolidation no cashout);

         (17)     with respect to the Adjustable-Rate Mortgage Loans, the
                  Maximum Mortgage Rate;

         (18)     with respect to the Adjustable-Rate Mortgage Loans, the
                  Minimum Mortgage Rate;

         (19)     the Mortgage Rate at origination;

         (20)     with respect to the Adjustable-Rate Mortgage Loans, the
                  Periodic Rate Cap and the maximum first Adjustment Date
                  Mortgage Rate adjustment;

         (21)     a code indicating the documentation program (I.E., Full
                  Documentation, Limited Documentation or Stated Income);

         (22)     with respect to the Adjustable-Rate Mortgage Loans, the first
                  Adjustment Date immediately following the Cut-off Date;

         (23)     the risk grade;

         (24)     the Value of the Mortgaged Property;

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

         (26)     the FICO score of the primary Mortgagor; and

         (27)     [reserved].

         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 Stated Principal
Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the
Mortgage Loans; and (4) the weighted average maturity of the Mortgage Loans. 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, the 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, 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 each Adjustable-Rate Mortgage Loan, (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 to the nearest 0.125% as
provided in the Mortgage Note, of the Index, as most recently available as of a
date prior to the Adjustment Date as set forth in the related Mortgage Note,
plus the related 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 identified in the related
Mortgage as securing a Mortgage Loan, including any REO Property, consisting of
an Estate in Real Property improved by a Residential Dwelling (excluding for
purposes of construing the representations or warranties made in the Mortgage
Loan Purchase Agreement, any improvements thereupon not considered by the
appraiser in determining the Value of such Mortgaged Property).

         "Mortgagor": The obligor on a Mortgage Note.

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

         "Net Mortgage Rate": With respect to any Mortgage Loan (or the related
REO Property) as of any date of determination, a per annum rate of interest
equal to the then applicable Mortgage Rate for such Mortgage Loan minus the
Servicing Fee Rate.

         "Net Swap Payment": In the case of payments made by the Trust, the
excess, if any, of (x) the Fixed Swap Payment over (y) the Floating Swap
Payment, and in the case of payments made by the Interest Rate Swap Provider,
the excess, if any, of (x) the Floating Swap Payment over (y) the Fixed Swap
Payment. In each case, the Net Swap Payment shall not be less than zero.

         "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 minus an amount, expressed as a percentage, equal to the
Net Swap Payment and Swap Termination Payment, if any (other than termination
payments resulting from a Swap Provider Trigger Event), due from the Trust for
such Distribution Date, divided by the aggregate Stated Principal Balance of the
Mortgage Loans, multiplied by 12. For federal income tax purposes, for any
Distribution Date with respect to the REMIC III Regular Interests the ownership
of which is represented by the Group I Certificates, the economic equivalent of
such rate shall be expressed as the weighted average (adjusted for the actual
number of days elapsed in the related Interest Accrual Period) of the REMIC II
Remittance Rate on REMIC II Regular Interest II-LT1GRP, weighted on the basis of
the Uncertificated Balance of such REMIC II 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 minus an
amount, expressed as a percentage, equal to the Net Swap Payment and Swap
Termination Payment, if any (other than termination payments resulting from a
Swap Provider Trigger Event), due from the Trust for such Distribution Date,
divided by the aggregate Stated Principal Balance of the Mortgage Loans,
multiplied by 12. For federal income tax purposes, for any Distribution Date
with respect to the REMIC III Regular Interests the ownership of which is
represented by the Group II Certificates, the economic equivalent of such rate
shall be expressed as the weighted average (adjusted for the actual number of
days elapsed in the related Interest Accrual Period) of the REMIC II Remittance
Rate on REMIC II Regular Interest II-LT2GRP, weighted on the basis of the
Uncertificated Balance of such REMIC II Regular Interest.

         For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the product of (x) the weighted average (weighted on the
basis of the results of subtracting from the aggregate Stated Principal Balance
of each Loan Group the current aggregate Certificate Principal Balance of the
related Class A Certificates) of the Net WAC Pass-Through Rate for the Group I
Certificates and the Net WAC Pass-Through Rate for the Group II Certificates 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, for any Distribution Date with respect to the REMIC
III Regular Interests the ownership of which is represented by the Mezzanine
Certificates, the economic equivalent of such rate shall be expressed as the
weighted average (adjusted for the actual number of days elapsed in the related
Interest Accrual Period) of the REMIC II Remittance Rates on (a) REMIC II
Regular Interest II-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 II Regular Interest II-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.

         "Net WAC Rate Carryover Amount": With respect to any Class of Class A
Certificates and the Mezzanine Certificates and any Distribution Date, the sum
of (A) the excess, if any, of (i) the amount of interest such Certificates would
have accrued for such Distribution Date had the applicable Pass-Through Rate
been calculated at the related Formula Rate, over (ii) the amount of interest
accrued on such Certificates at the related 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 paid, together with interest thereon
at a rate equal to the related Formula Rate applicable for such Class in each
case for the Interest Accrual Period for the current Distribution Date.

         "Net WAC Rate Carryover Reserve Account": The Net WAC Rate Carryover
Reserve Account established and maintained pursuant to Section 4.11.

         "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.

         "NIMS Insurer": Any insurer that is guaranteeing certain payments under
notes secured by collateral which includes, among other things, all or a portion
of the Class CE Certificates, the Class P Certificates and/or the Residual
Certificates.

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

         "Nonrecoverable Servicing Advance": Any Servicing Advance previously
made or proposed to be made in respect of a Mortgage Loan or REO Property that,
in the good faith business judgment of the Master Servicer, shall not or, in the
case of a proposed Servicing Advance, would not be ultimately recoverable from
related Late Collections, 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 II Regular
Interests (other than REMIC II Regular Interest II-LTIO and REMIC II Regular
Interest II-LTP), immediately prior to such Distribution Date. For federal
income tax purposes, the Class CE Certificates will not have a Notional Amount,
but will be entitled to 100% of amounts distributed in respect of the Class CE
Interest.

         "Offered Certificate": Any one of the Class A Certificates and the
Mezzanine Certificates (other than the Private Mezzanine Certificates) issued
under this Agreement.

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

         "One-Month LIBOR": With respect to the Adjustable-Rate Certificates,
REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II
Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular
Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4,
REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II
Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTM10 and any Interest Accrual
Period therefor, the rate determined by the Trustee 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 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 shall 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 Trustee shall 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 Trustee shall select, after consultation with the Depositor and the
NIMS Insurer, an alternative comparable index (over which the Trustee 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 or the Master Servicer
acceptable to the Trustee, if such opinion is delivered to the Trustee,
acceptable to the NIMs Insurer, if such opinion is delivered to the NIMs
Insurer, 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 first Distribution Date on which the
aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Fund is reduced to an amount
less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as
of the Cut-off Date.

         "Originator": Ameriquest Mortgage Company.

         "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 100% 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 Overcollateralization Deficiency Amount
as of such Distribution Date and (b) the Net Monthly Excess Cashflow for such
Distribution Date.

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

         "Overcollateralization Target Amount": With respect to any Distribution
Date (i) prior to the Stepdown Date, [_]% of the aggregate 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 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 (y) $[_], 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 immediately following 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), over (b) the sum of
the aggregate Certificate Principal Balances of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates as of such Distribution Date
(after giving effect to distributions to be made on such Distribution Date).

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

         "Pass-Through Rate": With respect to any Class A or Mezzanine
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 rate
per annum equal to the percentage equivalent of a fraction, the numerator of
which is (x) the sum of (i) 100% of the interest on REMIC II Regular Interest
II-LTP and (ii) interest on the Uncertificated Balance of each REMIC II Regular
Interest listed in clause (y) at a rate equal to the related REMIC II Remittance
Rate minus the Marker Rate and the denominator of which is (y) the aggregate
Uncertificated Balance of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest
II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2,
REMIC II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II
Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular
Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
II-LTM9, REMIC II Regular Interest II-LTM10 and REMIC III Regular Interest LTZZ.

         With respect to the Class SWAP-IO Interest, the Class SWAP-IO Interest
shall not have a Pass-Through Rate, but interest for such Regular Interest and
each Distribution Date shall be an amount equal to 100% of the amounts
distributable to REMIC II Regular Interest II-IO for such Distribution Date.

         With respect to the Class CE Certificates, 100% 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 undivided percentage ownership in such
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 aggregate
initial Certificate Principal Balance or Notional Amount of all of the
Certificates of such Class. The Group I Certificates are issuable only in
minimum Percentage Interests corresponding to minimum initial Certificate
Principal Balances of $[_] and integral multiples of $1.00 in excess thereof.
The Group II Certificates and the Mezzanine Certificates (other than the Private
Mezzanine Certificates) are issuable only in minimum Percentage Interests
corresponding to minimum initial Certificate Principal Balances of $[_] and
integral multiples of $1.00 in excess thereof. The Private Mezzanine
Certificates are issuable only in minimum Percentage Interests corresponding to
minimum initial Certificate Principal Balances of $[_] and integral multiples of
$1.00 in excess thereof. The Class P Certificates are issuable only in minimum
Percentage Interests corresponding to minimum initial Certificate Principal
Balances of $20 and integral multiples thereof. The Class CE Certificates are
issuable only in minimum Percentage Interests corresponding to minimum initial
Notional Amount of $[_] and integral multiples of $1.00 in excess thereof;
provided, however, that a single Certificate of 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 Master Servicer, the NIMS Insurer, the
Trustee 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 each
         Rating Agency that rates such securities in its highest long-term
         unsecured rating categories 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 each Rating Agency that rates
         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
         advised by the Trustee or an Affiliate thereof, that have been rated
         "Aaa" by Moody's, "AAA" by Fitch and "AAAm" by S&P; and

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

         "Plan": Any employee benefit plan or certain other retirement plans and
arrangements, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general or
separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA 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, fee or charge payable by a Mortgagor in connection with any
Principal Prepayment pursuant to the terms of the related Mortgage Note as from
time to time held as a part of the Trust Fund, the Prepayment Charges so held
being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).

         "Prepayment Charge Schedule": As of any date, the list of Prepayment
Charges included in the Trust Fund on such date, attached hereto as Schedule 2
(including the prepayment charge summary attached thereto). The Prepayment
Charge Schedule shall set forth the following information with respect to each
Prepayment Charge:

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

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

         (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.

         The Prepayment Charge Schedule shall be amended from time to time by
the Master Servicer in accordance with the provisions of this Agreement and a
copy of such amended Prepayment Charge Schedule shall be furnished by the Master
Servicer to the NIMS Insurer, if any.

         "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
Determination Date of the calendar month in which such Distribution Date occurs,
an amount equal to interest (to the extent received) at the applicable Net
Mortgage Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Distribution
Date occurs and ending on the last date through which interest is collected from
the related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv).

         "Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was the subject of a Principal Prepayment in full
during the portion of the related Prepayment Period occurring between the first
day of the related Prepayment Period and the last day of the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to
interest at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the day after the last date on
which interest is collected from the related Mortgagor and ending on the last
day of the calendar month preceding such Distribution Date. The obligations of
the Master Servicer in respect of any Prepayment Interest Shortfall are set
forth in Section 4.03(e).

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

         "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 Mezzanine Certificates": None.

         "Prospectus Supplement": The Prospectus Supplement, dated [_], relating
to the public offering of the Offered Certificates.

         "PTCE": A Prohibited Transaction Class Exemption.

         "Purchase Price": With respect to any Mortgage Loan or REO Property to
be purchased pursuant to or as contemplated by Section 2.03, Section 3.16(a) or
Section 9.01, and as confirmed by an Officers' Certificate from the Master
Servicer to the Trustee, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof as of the date of purchase (or such other price as
provided in Section 9.01), (ii) in the case of (x) a Mortgage Loan, accrued
interest on such Stated Principal Balance at the applicable Net Mortgage Rate in
effect from time to time from the Due Date as to which interest was last covered
by a payment by the Mortgagor or an Advance by the Master Servicer, which
payment or Advance had as of the date of purchase been distributed pursuant to
Section 4.01, through the end of the calendar month in which the purchase is to
be effected and (y) an REO Property, the sum of (1) accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an advance by the Master Servicer through the end of the
calendar month immediately preceding the calendar month in which such REO
Property was acquired plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been distributed as or to cover REO Imputed Interest pursuant to Section 4.01,
(iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
previously withdrawn from the Collection Account in respect of such Mortgage
Loan or REO Property pursuant to Sections 3.05(a)(v) and 3.16(a) and (v) in the
case of a Mortgage Loan required to be purchased pursuant to Section 2.03,
expenses reasonably incurred or to be incurred by the Master Servicer, the NIMS
Insurer or the Trustee in respect of the breach or defect giving rise to the
purchase obligation, as well as any costs and damages incurred by the Trust Fund
in connection with any violation by such loan of any predatory or abusive
lending law.

         "Qualified Substitute Mortgage Loan": A mortgage loan substituted for a
Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the
date of such substitution, (i) have an outstanding Stated 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) with respect to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not
more than two months later than the next Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
Ratio or Combined Loan-to-Value Ratio as of the date of substitution equal to or
lower than the Loan-to-Value Ratio or Combined Loan-to-Value Ratio of the
Deleted Mortgage Loan as of such date, (x) have a risk grading determined by the
Seller at least equal to the risk grading assigned on the Deleted Mortgage Loan,
(xi) have been underwritten or reunderwritten by the Seller or an Affiliate of
the Seller in accordance with the same underwriting criteria and guidelines as
the Deleted Mortgage Loan, (xii) have a Prepayment Charge provision at least
equal to the Prepayment Charge provision of the Deleted Mortgage Loan, (xiii)
not be more than 59 or more days delinquent or any additional days delinquent
than the Deleted Mortgage Loan and (xiv) conform to each representation and
warranty set forth in Section 6 of the Mortgage Loan Purchase Agreement
applicable to the Deleted Mortgage Loan. In the event that one or more mortgage
loans are substituted for one or more Deleted Mortgage Loans, the amounts
described in clause (i) hereof shall be determined on the basis of aggregate
Stated 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 (vii) hereof shall be determined on the basis of weighted
average remaining terms to maturity, the Loan-to-Value Ratios or Combined
Loan-to-Value Ratios described in clause (ix) hereof shall be satisfied as to
each such mortgage loan, the risk gradings described in clause (x) hereof shall
be satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.

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

         "Realized Loss": With respect to each Mortgage Loan as to which a Final
Recovery Determination has been made, an amount (not less than zero) equal to
(i) the unpaid Stated 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 3.05(a)(v) and Section 3.12(c), minus (iv) the
proceeds, if any, received in respect of such Mortgage Loan during the calendar
month in which such Final Recovery Determination was made, net of amounts that
are payable therefrom to the Master Servicer with respect to such Mortgage Loan
pursuant to Section 3.05(a)(ii). If the Master Servicer receives Subsequent
Recoveries with respect to any Mortgage Loan, the amount of Realized Losses with
respect to that Mortgage Loan shall be reduced to the extent such recoveries are
applied to principal distributions on any Distribution Date.

         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 Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of REMIC I, 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 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 3.05(a)(v) and Section 3.12(c), minus
(v) the aggregate of all Advances made by the Master Servicer in respect of such
REO Property or the related Mortgage Loan for which the Master Servicer has been
or, in connection with such Final Recovery Determination, shall be reimbursed
pursuant to Section 3.13 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, shall be transferred to the Distribution
Account pursuant to Section 3.13.

         With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the Stated Principal Balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
Stated 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.

         If the Master Servicer receives Subsequent Recoveries with respect to
any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
Loan shall be reduced to the extent such recoveries are applied to principal
distributions on any Distribution Date.

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

         "Reference Banks": Deutsche Bank, Barclays Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their successors in
interest; provided, however, that if any of the foregoing banks are not suitable
to serve as a Reference Bank, then any leading banks selected by the Trustee
(after consultation with the Depositor and the NIMS Insurer, if any) which are
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) not
controlling, under the control of or under common control with the Depositor or
any Affiliate thereof and (iii) which have been designated as such by the
Trustee.

         "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 P Certificate or Class CE 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 applicable
state law providing 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 as from time to time are subject to this Agreement,
together with the Mortgage Files relating thereto, and together with all
collections thereon and proceeds thereof, (ii) any REO Property, together with
all collections thereon and proceeds thereof, (iii) the Trustee's rights with
respect to the Mortgage Loans under all insurance policies required to be
maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor's rights under the Mortgage Loan Purchase Agreement (including any
security interest created thereby) to the extent conveyed pursuant to Section
2.01 and (v) the Collection Account (other than any amounts representing any
Master Servicer Prepayment Charge Payment Amounts), the Distribution Account
(other than any amounts representing any Master Servicer Prepayment Charge
Payment Amounts) 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 any Master Servicer Prepayment Charge
Payment Amounts, the Net WAC Rate Carryover Reserve Account, the Interest Rate
Swap Agreement, the Swap Account, all payments and other collections of
principal and interest due on the Mortgage Loans on or before the Cut-off Date
and all Prepayment Charges payable in connection with Principal Prepayments made
before the Cut-off Date.

         "REMIC I Group I Regular Interests": REMIC I Regular Interest I and
REMIC I Regular Interest I-1-A through REMIC I Regular Interest I-52-B as
designated in the Preliminary Statement hereto.

         "REMIC I Group II Regular Interests": REMIC I Regular Interest II and
REMIC I Regular Interest II-1-A through REMIC II Regular Interest I-52-B as
designated in the Preliminary Statement hereto.

         "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, 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 designations for the
respective REMIC I Regular Interests are set forth in the Preliminary Statement
hereto. The REMIC I Regular Interests consist of the REMIC I Group I Regular
Interests and the REMIC I Group II Regular Interests.

         "REMIC I Remittance Rate": With respect to REMIC I Regular Interest I,
a per annum rate equal to the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group I Mortgage Loans. With respect to each REMIC I Group
I Regular Interest ending with the designation "A", a per annum rate equal to
the weighted average of the Expense Adjusted Net Mortgage Rates of the Group I
Mortgage Loans multiplied by 2, subject to a maximum rate of [_]%. With respect
to each REMIC I Group I Regular Interest ending with the designation "B", the
greater of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied
by the weighted average of the Expense Adjusted Net Mortgage Rates of the Group
I Mortgage Loans over (ii) [_]% and (y) [_]%. With respect to REMIC I Regular
Interest II, a per annum rate equal to the weighted average of the Expense
Adjusted Net Mortgage Rates of the Group II Mortgage Loans. With respect to each
REMIC I Group II Regular Interest ending with the designation "A", a per annum
rate equal to the weighted average of the Expense Adjusted Net Mortgage Rates of
the Group II Mortgage Loans multiplied by 2, subject to a maximum rate of [_]%.
With respect to each REMIC I Group II Regular Interest ending with the
designation "B", the greater of (x) a per annum rate equal to the excess, if
any, of (i) 2 multiplied by the weighted average of the Expense Adjusted Net
Mortgage Rates of the Group II Mortgage Loans over (ii) [_]% and (y) [_]%.

         "REMIC II": The segregated pool of assets described in the Preliminary
Statement.

         "REMIC II Interest Loss Allocation Amount": With respect to any
Distribution Date, an amount (subject to adjustment based on the actual number
of days elapsed in the respective Interest Accrual Periods for the indicated
Regular Interests for such Distribution Date) equal to (a) the product of (i)
[_]% of the aggregate Stated Principal Balance of the Mortgage Loans and REO
Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II
Regular Interest II-LTAA minus the Marker Rate, divided by (b) 12.

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

         "REMIC II Overcollateralization Target Amount": [_]% of the
Overcollateralization Target Amount.

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

         "REMIC II 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) one minus a fraction, the numerator of which is two times
the aggregate Uncertificated Balance of REMIC II Regular Interest II-LTA1, REMIC
II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II
Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular
Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular Interest
II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5,
REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II
Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9 and REMIC II Regular
Interest II-LTM10 and the denominator of which is the aggregate Uncertificated
Balance of REMIC II Regular Interest II-LTA1, REMIC II Regular Interest
II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest
II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1,
REMIC II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II
Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular
Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10
and REMIC II Regular Interest II-LTZZ.

         "REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and designated as a
"regular interest" in REMIC II. Each REMIC II Regular Interest shall accrue
interest at the related REMIC II Remittance Rate in effect from time to time,
and shall be entitled to distributions of principal (other than REMIC II Regular
Interest II-IO), 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 following is a list of each of the REMIC II
Regular Interests: REMIC II Regular Interest II-LTAA, REMIC II Regular Interest
II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B,
REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC II
Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC II Regular
Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC II Regular Interest
II-LTM5, REMIC II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
REMIC II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II
Regular Interest II-LTM10, REMIC II Regular Interest II-LTZZ, REMIC II Regular
Interest II-LTXX, REMIC II Regular Interest II-LTP, REMIC II Regular Interest
II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II Regular Interest
II-LT2SUB, REMIC II Regular Interest II-LT2GRP and REMIC II Regular Interest
II-IO.

         "REMIC II Remittance Rate": With respect to REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A,
REMIC II Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II
Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular
Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6,
REMIC II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC II
Regular Interest II-LTM9, REMIC II Regular Interest II-LTM10, REMIC II Regular
Interest II-LTZZ, REMIC II Regular Interest II-LT1SUB, REMIC II Regular Interest
II-LT2SUB and REMIC II Regular Interest II-LTXX, a per annum rate (but not less
than zero) equal to the weighted average of: (x) with respect to REMIC I Regular
Interest I, REMIC I Regular Interest II and each REMIC I Regular Interest ending
with the designation "B", the weighted average of the REMIC I Remittance Rates
for such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balances of such REMIC I Regular Interests for each such Distribution Date and
(y) with respect to REMIC I Regular Interests ending with the designation "A",
for each Distribution Date listed below, the weighted average of the rates
listed below for each such REMIC I Regular Interest listed below, weighted on
the basis of the Uncertificated Balances of each such REMIC I Regular Interest
for each such Distribution Date:

<TABLE>
<CAPTION>
 DISTRIBUTION
     DATE              REMIC I REGULAR INTEREST                                     RATE
--------------   -----------------------------------    ------------------------------------------------------------
<S>              <C>                                    <C>
       1         I-1-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
       2         I-2-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-2-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate REMIC
                                                        I Remittance Rate
                 I-1-A                                  REMIC I Remittance Rate
                 II-1-A                                 REMIC I Remittance Rate
       3         I-3-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-3-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A and I-2-A                        REMIC I Remittance Rate
                 II-1-A and II-2-A                      REMIC I Remittance Rate
       4         I-4-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-4-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-3-A                    REMIC I Remittance Rate
                 II-1-A through II-3-A                  REMIC I Remittance Rate
       5         I-5-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-5-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-4-A                    REMIC I Remittance Rate
                 II-1-A through II-4-A                  REMIC I Remittance Rate
       6         I-6-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-6-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-5-A                    REMIC I Remittance Rate
                 II-1-A through II-5-A                  REMIC I Remittance Rate
       7         I-7-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-7-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-6-A                    REMIC I Remittance Rate
                 II-1-A through II-6-A                  REMIC I Remittance Rate
       8         I-8-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-8-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-7-A                    REMIC I Remittance Rate
                 II-1-A through II-7-A                  REMIC I Remittance Rate
       9         I-9-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-9-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-8-A                    REMIC I Remittance Rate
                 II-1-A through II-8-A                  REMIC I Remittance Rate
      10         I-10-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-10-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-9-A                    REMIC I Remittance Rate
                 II-1-A through II-9-A                  REMIC I Remittance Rate
      11         I-11-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-11-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-10-A                   REMIC I Remittance Rate
                 II-1-A through II-10-A                 REMIC I Remittance Rate
      12         I-12-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-12-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-11-A                   REMIC I Remittance Rate
                 II-1-A through II-11-A                 REMIC I Remittance Rate
      13         I-13-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-13-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-12-A                   REMIC I Remittance Rate
                 II-1-A through II-12-A                 REMIC I Remittance Rate
      14         I-14-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-14-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-13-A                   REMIC I Remittance Rate
                 II-1-A through II-13-A                 REMIC I Remittance Rate
      15         I-15-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-15-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-14-A                   REMIC I Remittance Rate
                 II-1-A through II-14-A                 REMIC I Remittance Rate
      16         I-16-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-16-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-15-A                   REMIC I Remittance Rate
                 II-1-A through II-15-A                 REMIC I Remittance Rate
      17         I-17-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-17-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-16-A                   REMIC I Remittance Rate
                 II-1-A through II-16-A                 REMIC I Remittance Rate
      18         I-18-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-18-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-17-A                   REMIC I Remittance Rate
                 II-1-A through II-17-A                 REMIC I Remittance Rate
      19         I-19-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-19-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-18-A                   REMIC I Remittance Rate
                 II-1-A through II-18-A                 REMIC I Remittance Rate
      20         I-20-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-20-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-19-A                   REMIC I Remittance Rate
                 II-1-A through II-19-A                 REMIC I Remittance Rate
      21         I-21-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-21-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-20-A                   REMIC I Remittance Rate
                 II-1-A through II-20-A                 REMIC I Remittance Rate
      22         I-22-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-22-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-21-A                   REMIC I Remittance Rate
                 II-1-A through II-21-A                 REMIC I Remittance Rate
      23         I-23-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-23-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-22-A                   REMIC I Remittance Rate
                 II-1-A through II-22-A                 REMIC I Remittance Rate
      24         I-24-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-24-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-23-A                   REMIC I Remittance Rate
                 II-1-A through II-23-A                 REMIC I Remittance Rate
      25         I-25-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-25-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-24-A                   REMIC I Remittance Rate
                 II-1-A through II-24-A                 REMIC I Remittance Rate
      26         I-26-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-26-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-25-A                   REMIC I Remittance Rate
                 II-1-A through II-25-A                 REMIC I Remittance Rate
      27         I-27-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-27-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-26-A                   REMIC I Remittance Rate
                 II-1-A through II-26-A                 REMIC I Remittance Rate
      28         I-28-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-28-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-27-A                   REMIC I Remittance Rate
                 II-1-A through II-27-A                 REMIC I Remittance Rate
      29         I-29-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-29-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-28-A                   REMIC I Remittance Rate
                 II-1-A through II-28-A                 REMIC I Remittance Rate
      30         I-30-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-30-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-29-A                   REMIC I Remittance Rate
                 II-1-A through II-29-A                 REMIC I Remittance Rate
      31         I-31-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-31-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-30-A                   REMIC I Remittance Rate
                 II-1-A through II-30-A                 REMIC I Remittance Rate
      32         I-32-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-32-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-31-A                   REMIC I Remittance Rate
                 II-1-A through II-31-A                 REMIC I Remittance Rate
      33         I-33-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-33-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-32-A                   REMIC I Remittance Rate
                 II-1-A through II-32-A                 REMIC I Remittance Rate
      34         I-34-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-34-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-33-A                   REMIC I Remittance Rate
                 II-1-A through II-33-A                 REMIC I Remittance Rate
      35         I-35-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-35-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-34-A                   REMIC I Remittance Rate
                 II-1-A through II-34-A                 REMIC I Remittance Rate
      36         I-36-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-36-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-35-A                   REMIC I Remittance Rate
                 II-1-A through II-35-A                 REMIC I Remittance Rate
      37         I-37-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-37-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-36-A                   REMIC I Remittance Rate
                 II-1-A through II-36-A                 REMIC I Remittance Rate
      38         I-38-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-38-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-37-A                   REMIC I Remittance Rate
                 II-1-A through II-37-A                 REMIC I Remittance Rate
      39         I-39-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-39-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-38-A                   REMIC I Remittance Rate
                 II-1-A through II-38-A                 REMIC I Remittance Rate
      40         I-40-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-40-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-39-A                   REMIC I Remittance Rate
                 II-1-A through II-39-A                 REMIC I Remittance Rate
      41         I-41-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-41-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-40-A                   REMIC I Remittance Rate
                 II-1-A through II-40-A                 REMIC I Remittance Rate
      42         I-42-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-42-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-41-A                   REMIC I Remittance Rate
                 II-1-A through II-41-A                 REMIC I Remittance Rate
      43         I-43-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-43-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-42-A                   REMIC I Remittance Rate
                 II-1-A through II-42-A                 REMIC I Remittance Rate
      44         I-44-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-44-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-43-A                   REMIC I Remittance Rate
                 II-1-A through II-43-A                 REMIC I Remittance Rate
      45         I-45-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-41-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-44-A                   REMIC I Remittance Rate
                 II-1-A through II-39-A                 REMIC I Remittance Rate
      46         I-46-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-46-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-45-A                   REMIC I Remittance Rate
                 II-1-A through II-45-A                 REMIC I Remittance Rate
      47         I-47-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-47-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-46-A                   REMIC I Remittance Rate
                 II-1-A through II-46-A                 REMIC I Remittance Rate
      48         I-48-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-48-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-47-A                   REMIC I Remittance Rate
                 II-1-A through II-47-A                 REMIC I Remittance Rate
      49         I-49-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-49-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-48-A                   REMIC I Remittance Rate
                 II-1-A through II-48-A                 REMIC I Remittance Rate
      50         I-50-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-50-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-49-A                   REMIC I Remittance Rate
                 II-1-A through II-49-A                 REMIC I Remittance Rate
      51         I-51-A and I-52-A                      2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-51-A and II-52-A                    2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-50-A                   REMIC I Remittance Rate
                 II-1-A through II-50-A                 REMIC I Remittance Rate
      52         I-52-A                                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-52-A                                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-51-A                   REMIC I Remittance Rate
                 II-1-A through II-51-A                 REMIC I Remittance Rate
  thereafter     I-1-A through I-52-A                   REMIC I Remittance Rate
                 II-1-A through II-52-A                 REMIC I Remittance Rate
</TABLE>


         With respect to REMIC II Regular Interest II-LT1GRP, a per annum rate
(but not less than zero) equal to the weighted average of (x) with respect to
REMIC I Regular Interest I and REMIC I Group I Regular Interests ending with the
designation "B", the weighted average of the REMIC I Remittance Rates for such
REMIC I Regular Interests, weighted on the basis of the Uncertificated Balances
of each such REMIC I Regular Interest for each such Distribution Date and (y)
with respect to REMIC I Group I Regular Interests ending with the designation
"A", for each Distribution Date listed below, the weighted average of the rates
listed below for such REMIC I Regular Interests listed below, weighted on the
basis of the Uncertificated Balances of each such REMIC I Regular Interest for
each such Distribution Date:


<TABLE>
<CAPTION>
 DISTRIBUTION
     DATE              REMIC I REGULAR INTEREST                                     RATE
---------------  -----------------------------------    ----------------------------------------------------------
<S>              <C>                                    <C>
       1         I-1-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate

       2         I-2-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A                                  REMIC I Remittance Rate

       3         I-3-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A and I-2-A                        REMIC I Remittance Rate

       4         I-4-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-3-A                    REMIC I Remittance Rate

       5         I-5-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-4-A                    REMIC I Remittance Rate

       6         I-6-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-5-A                    REMIC I Remittance Rate

       7         I-7-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-6-A                    REMIC I Remittance Rate

       8         I-8-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-7-A                    REMIC I Remittance Rate

       9         I-9-A through I-52-A                   2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-8-A                    REMIC I Remittance Rate

      10         I-10-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-9-A                    REMIC I Remittance Rate

      11         I-11-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-10-A                   REMIC I Remittance Rate

      12         I-12-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-11-A                   REMIC I Remittance Rate

      13         I-13-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-12-A                   REMIC I Remittance Rate

      14         I-14-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-13-A                   REMIC I Remittance Rate

      15         I-15-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-14-A                   REMIC I Remittance Rate

      16         I-16-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-15-A                   REMIC I Remittance Rate

      17         I-17-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-16-A                   REMIC I Remittance Rate

      18         I-18-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-17-A                   REMIC I Remittance Rate

      19         I-19-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-18-A                   REMIC I Remittance Rate

      20         I-20-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-19-A                   REMIC I Remittance Rate

      21         I-21-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-20-A                   REMIC I Remittance Rate

      22         I-22-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-21-A                   REMIC I Remittance Rate

      23         I-23-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-22-A                   REMIC I Remittance Rate

      24         I-24-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-23-A                   REMIC I Remittance Rate

      25         I-25-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-24-A                   REMIC I Remittance Rate

      26         I-26-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-25-A                   REMIC I Remittance Rate

      27         I-27-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-26-A                   REMIC I Remittance Rate

      28         I-28-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-27-A                   REMIC I Remittance Rate

      29         I-29-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-28-A                   REMIC I Remittance Rate

      30         I-30-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-29-A                   REMIC I Remittance Rate

      31         I-31-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-30-A                   REMIC I Remittance Rate

      32         I-32-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-31-A                   REMIC I Remittance Rate

      33         I-33-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-32-A                   REMIC I Remittance Rate

      34         I-34-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-33-A                   REMIC I Remittance Rate

      35         I-35-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-34-A                   REMIC I Remittance Rate

      36         I-36-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-35-A                   REMIC I Remittance Rate

      37         I-37-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-36-A                   REMIC I Remittance Rate

      38         I-38-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-37-A                   REMIC I Remittance Rate

      39         I-39-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-38-A                   REMIC I Remittance Rate

      40         I-40-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-39-A                   REMIC I Remittance Rate

      41         I-41-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-40-A                   REMIC I Remittance Rate

      42         I-42-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-41-A                   REMIC I Remittance Rate

      43         I-43-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-42-A                   REMIC I Remittance Rate

      44         I-44-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-43-A                   REMIC I Remittance Rate

      45         I-45-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-44-A                   REMIC I Remittance Rate

      46         I-46-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-45-A                   REMIC I Remittance Rate

      47         I-47-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-46-A                   REMIC I Remittance Rate

      48         I-48-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-47-A                   REMIC I Remittance Rate

      49         I-49-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-48-A                   REMIC I Remittance Rate

      50         I-50-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-49-A                   REMIC I Remittance Rate

      51         I-51-A through I-52-A                  2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-50-A                   REMIC I Remittance Rate

      52         I-52-A                                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 I-1-A through I-51-A                   REMIC I Remittance Rate

  thereafter     I-1-A through I-52-A                   REMIC I Remittance Rate
</TABLE>

         With respect to REMIC II Regular Interest II-LT2GRP, a per annum rate
(but not less than zero) equal to the weighted average of (x) with respect to
REMIC I Regular Interest II and REMIC I Group II Regular Interests ending with
the designation "B", the weighted average of the REMIC I Remittance Rates for
such REMIC I Regular Interests, weighted on the basis of the Uncertificated
Balances of each such REMIC I Regular Interest for each such Distribution Date
and (y) with respect to REMIC I Group II Regular Interests ending with the
designation "A", for each Distribution Date listed below, the weighted average
of the rates listed below for such REMIC I Regular Interests listed below,
weighted on the basis of the Uncertificated Balances of each such REMIC I
Regular Interest for each such Distribution Date:

<TABLE>
<CAPTION>
 DISTRIBUTION
     DATE              REMIC I REGULAR INTEREST                                     RATE
---------------  ------------------------------------   --------------------------------------------------------
<S>              <C>                                    <C>
       1         II-1-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate

       2         II-2-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A                                 REMIC I Remittance Rate

       3         II-3-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A and II-2-A                      REMIC I Remittance Rate

       4         II-4-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-3-A                  REMIC I Remittance Rate

       5         II-5-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-4-A                  REMIC I Remittance Rate

       6         II-6-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-5-A                  REMIC I Remittance Rate

       7         II-7-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-6-A                  REMIC I Remittance Rate

       8         II-8-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-7-A                  REMIC I Remittance Rate

       9         II-9-A through II-52-A                 2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-8-A                  REMIC I Remittance Rate

      10         II-10-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-9-A                  REMIC I Remittance Rate

      11         II-11-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-10-A                 REMIC I Remittance Rate

      12         II-12-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-11-A                 REMIC I Remittance Rate

      13         II-13-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-12-A                 REMIC I Remittance Rate

      14         II-14-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-13-A                 REMIC I Remittance Rate

      15         II-15-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-14-A                 REMIC I Remittance Rate

      16         II-16-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-15-A                 REMIC I Remittance Rate

      17         II-17-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-16-A                 REMIC I Remittance Rate

      18         II-18-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-17-A                 REMIC I Remittance Rate

      19         II-19-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-18-A                 REMIC I Remittance Rate

      20         II-20-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-19-A                 REMIC I Remittance Rate

      21         II-21-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-20-A                 REMIC I Remittance Rate

      22         II-22-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-21-A                 REMIC I Remittance Rate

      23         II-23-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-22-A                 REMIC I Remittance Rate

      24         II-24-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-23-A                 REMIC I Remittance Rate

      25         II-25-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-24-A                 REMIC I Remittance Rate

      26         II-26-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-25-A                 REMIC I Remittance Rate

      27         II-27-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-26-A                 REMIC I Remittance Rate

      28         II-28-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-27-A                 REMIC I Remittance Rate

      29         II-29-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-28-A                 REMIC I Remittance Rate

      30         II-30-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-29-A                 REMIC I Remittance Rate

      31         II-31-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-30-A                 REMIC I Remittance Rate

      32         II-32-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-31-A                 REMIC I Remittance Rate

      33         II-33-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-32-A                 REMIC I Remittance Rate

      34         II-34-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-33-A                 REMIC I Remittance Rate

      35         II-35-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-34-A                 REMIC I Remittance Rate

      36         II-36-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-35-A                 REMIC I Remittance Rate

      37         II-37-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-36-A                 REMIC I Remittance Rate

      38         II-38-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-37-A                 REMIC I Remittance Rate

      39         II-39-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-38-A                 REMIC I Remittance Rate

      40         II-40-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-39-A                 REMIC I Remittance Rate

      41         II-41-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-40-A                 REMIC I Remittance Rate

      42         II-42-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-41-A                 REMIC I Remittance Rate

      43         II-43-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-42-A                 REMIC I Remittance Rate

      44         II-44-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-43-A                 REMIC I Remittance Rate

      45         II-45-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-44-A                 REMIC I Remittance Rate

      46         II-46-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-45-A                 REMIC I Remittance Rate

      47         II-47-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-46-A                 REMIC I Remittance Rate

      48         II-48-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-47-A                 REMIC I Remittance Rate

      49         II-49-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-48-A                 REMIC I Remittance Rate

      50         II-50-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-49-A                 REMIC I Remittance Rate

      51         II-51-A through II-52-A                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-50-A                 REMIC I Remittance Rate

      52         II-52-A                                2 multiplied by Swap LIBOR, subject to a maximum rate of
                                                        REMIC I Remittance Rate
                 II-1-A through II-51-A                 REMIC I Remittance Rate

  thereafter     II-1-A through II-52-A                 REMIC I Remittance Rate
</TABLE>


         With respect to REMIC II Regular Interest II-IO, and (i) the first
Distribution Date through the 52nd Distribution Date, the excess of (x) the
weighted average of the Uncertificated REMIC I Pass-Through Rates for REMIC I
Regular Interests ending with the designation "A" over (y) 2 multiplied by Swap
LIBOR, and (ii) thereafter, [_]%. With respect to REMIC II Regular Interest
II-LTP, a per annum rate equal to the weighted average of the Expense Adjusted
Net Mortgage Rates of the Group I Mortgage Loans.

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

         "REMIC II Subordinated Balance Ratio": The ratio among the
Uncertificated Balances of each REMIC II Regular Interest ending with the
designation "SUB," equal to the ratio between, with respect to each such REMIC
II 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 III": The segregated pool of assets consisting of all of the
REMIC II Regular Interests conveyed in trust to the Trustee, for the benefit of
the Holders of the Regular Certificates (other than the Class CE Certificates
and Class P Certificates), the Class CE Interest, Class P Interest, the Class
SWAP-IO Interest and the Class R Certificate (in respect of the Class R-III
Interest), pursuant to Article II hereunder, and all amounts deposited therein,
with respect to which a separate REMIC election is to be made.

         "REMIC III Certificate": Any Regular Certificate (other than the Class
CE Certificates and Class P Certificates) or Class R Certificate.

         "REMIC III Regular Interest": Any of the Regular Interests in REMIC III
the ownership of which is represented by the Certificates (other than the Class
CE Certificates and Class P Certificates), the Class CE Interest, Class P
Interest and the Class SWAP-IO Interest.

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

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

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

         "REMIC Provisions": Provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of 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 Interest": Any REMIC I Regular Interest, REMIC II
Regular Interest, Class CE Interest, Class P Interest or SWAP-IO Interest.

         "REMIC Remittance Rate": The REMIC I Remittance Rate, the REMIC II
Remittance Rate or the REMIC III Remittance Rate.

         "Remittance Report": A report in form and substance that is acceptable
to the Trustee and the NIMS Insurer on a magnetic disk or tape prepared by the
Master Servicer pursuant to Section 4.03 with such additions, deletions and
modifications as agreed to by the Trustee and the Master Servicer.

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

         "REO Account": Each of the accounts maintained by the Master Servicer
in respect of an REO Property pursuant to Section 3.13, which account may be the
Collection Account subject to Section 3.13.

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

         "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 Net Mortgage Rate on the Stated Principal Balance of
such REO Property (or, in the case of the first such calendar month, of the
related Mortgage Loan, if appropriate) as of the close of business on the
Distribution Date in such calendar month.

         "REO Principal Amortization": With respect to any REO Property, for any
calendar month, the excess, if any, of (a) the aggregate of all amounts received
in respect of such REO Property during such calendar month, whether in the form
of rental income, sale proceeds (including, without limitation, that portion of
the Termination Price paid in connection with a purchase of all of the Mortgage
Loans and REO Properties pursuant to Section 9.01 that is allocable to such REO
Property) or otherwise, net of any portion of such amounts (i) payable pursuant
to Section 3.13(c) in respect of the proper operation, management and
maintenance of such REO Property or (ii) payable or reimbursable to the Master
Servicer pursuant to Section 3.13(d) for unpaid Servicing Fees in respect of the
related Mortgage Loan and unreimbursed Servicing Advances and Advances in
respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month.

         "REO Property": A Mortgaged Property acquired by the Master Servicer on
behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
described in Section 3.13.

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

         "Reserve Interest Rate": With respect to any Interest Determination
Date, the rate per annum that the Trustee determines to be either (i) the
arithmetic mean (rounded upwards if necessary to the nearest whole multiple of
1/16%) of the one-month U.S. dollar lending rates which New York City banks
selected by the Trustee are quoting on the relevant Interest Determination Date
to the principal London offices of leading banks in the London interbank market
or (ii) in the event that the Trustee can determine no such arithmetic mean, the
lowest one-month U.S. dollar lending rate which New York City banks selected by
the Trustee are quoting on such Interest Determination Date to leading European
banks.

         "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 condominium project or (iv) a detached or
attached one-family dwelling in a planned unit development, none of which is a
co-operative, mobile or manufactured home (unless such mobile or manufactured
home is defined as real property under applicable state law).

         "Residual Certificate": Any one of the Class R or 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 Trustee, any
director, any vice president, any assistant vice president, any associate, any
assistant secretary, any trust officer or any other officer of the Trustee,
customarily performing functions similar to those performed by any of the above
designated officers and, with respect to a particular matter, to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

         "Scheduled Principal Balance": With respect to any Mortgage Loan: (a)
as of the Cut-off Date, the outstanding Stated 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 aggregate amount of REO Principal Amortization, if any, in
respect of such REO Property for all previously ended calendar months; and (b)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such REO Property, zero.

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

         "Senior Group I Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to 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)
[_]% 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 $[_].

         "Senior Group II Principal Distribution Amount": With respect to any
Distribution Date, an amount, not less than zero, equal to 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)
[_]% 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 $[_].

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

         "Servicing Advances": The reasonable "out-of-pocket" costs and expenses
incurred by the Master Servicer in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, in respect of a
particular Mortgage Loan, (iii) the management (including reasonable fees in
connection therewith) and liquidation of any REO Property and (iv) the
performance of its obligations under Section 3.01, Section 3.04(d), Section
3.08, Section 3.12 and Section 3.13. The Master Servicer shall not be required
to make any Servicing Advance in respect of a Mortgage Loan or REO Property
that, in the good faith business judgment of the Master Servicer, would not be
ultimately recoverable from related Insurance Proceeds or Liquidation Proceeds
on such Mortgage Loan or REO Property as provided herein.

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

         "Servicing Fee Rate": [_]% per annum.

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

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

         "Single Certificate": With respect to any Class of Certificates (other
than the Class P Certificates and 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 Certificates and the Residual Certificates, a
hypothetical Certificate of such Class evidencing a [_]% Percentage Interest in
such Class.

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

         "Startup Day": With respect to each 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 outstanding principal balance of such Mortgage
Loan as of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the
sum of (i) the principal portion of each Monthly Payment due on a Due Date
subsequent to the Cut-off Date, to the extent received from the Mortgagor or
advanced by the Master Servicer and distributed pursuant to Section 4.01 on or
before such date of determination, (ii) all Principal Prepayments received after
the Cut-off Date, to the extent distributed pursuant to Section 4.01 on or
before such date of determination, (iii) all Liquidation Proceeds and Insurance
Proceeds applied by the Master Servicer as recoveries of principal in accordance
with the provisions of Section 3.12, 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 REMIC I, minus the sum of (i) if such REO Property was
acquired before the Distribution Date in any calendar month, the principal
portion of the Monthly Payment due on the Due Date in the calendar month of
acquisition, to the extent advanced by the Master Servicer and distributed
pursuant to Section 4.01 on or before such date of determination, and (ii) the
aggregate amount of REO Principal Amortization in respect of such REO Property
for all previously ended calendar months, to the extent distributed pursuant to
Section 4.01 on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Distribution Date on which
the proceeds, if any, of a Liquidation Event with respect to such REO Property
would be distributed, zero.

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

         "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 January 2009 and (b) the first Distribution Date
on which the Credit Enhancement Percentage for the Class A Certificates
(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 the Master Servicer has entered
into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06.

         "Sub-Servicing Account": An account established by a Sub-Servicer which
meets the requirements set forth in Section 6.11 and is otherwise acceptable to
the Master Servicer.

         "Sub-Servicing Agreement": The written contract between the Master
Servicer and a Sub-Servicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 6.06.

         "Subsequent Recoveries": As of any Distribution Date, unexpected
amounts received by the Master Servicer (net of any related expenses permitted
to be reimbursed pursuant to Section 3.04) 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).

         "Swap Administration Agreement": As defined in Section 4.10(b).

         "Swap Account": The account or accounts created and maintained pursuant
to Section 4.10. The Swap Account must be an Eligible Account.

         "Swap Administrator": [_], a national banking association, or its
successor in interest, or any successor Swap Administrator appointed pursuant to
the Swap Administration Agreement.

         "Swap Interest Shortfall Amount": Any shortfall of interest with
respect to any Class of Certificates resulting from the application of the Net
WAC Pass-Through Rate due to a discrepancy between the Uncertificated Notional
Amount of the Class SWAP-IO Interest and the scheduled notional amount pursuant
to the Swap Administration Agreement.

         "Swap LIBOR": A per annum rate equal to the floating rate payable by
the Interest Rate Swap Provider under the Interest Rate Swap Agreement.

         "Swap Payment Date": A Payment Date as defined in the Interest Rate
Swap Agreement.

         "Swap Provider Trigger Event": A Swap Termination Payment that is
triggered upon: (i) an Event of Default under the Interest Rate Swap Agreement
with respect to which the Interest Rate Swap Provider is a Defaulting Party (as
defined in the Interest Rate Swap Agreement), (ii) a Termination Event under the
related Swap Agreement with respect to which the Interest Rate Swap Provider is
the sole Affected Party (as defined in the Interest Swap Agreement) or (iii) an
Additional Termination Event under the related Swap Agreement with respect to
which the Interest Rate Swap Provider is the sole Affected Party.

         "Swap Termination Payment": The payment due under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap Agreement.

         "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 each REMIC in the Trust Fund 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
Moneyline Telerate (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.

         "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 with respect to a
Distribution Date on and after the Stepdown Date if:

         (a) the Delinquency Percentage for the Mortgage Loans exceeds the
applicable percentages of the Credit Enhancement Percentage for the prior
Distribution Date as set forth below for the most senior Class of Certificates
then outstanding:

       CLASS                 PERCENTAGE
       -----                 ----------
         A                       [_]
        M-1                      [_]
        M-2                      [_]
        M-3                      [_]
        M-4                      [_]
        M-5                      [_]
        M-6                      [_]
        M-7                      [_]
        M-8                      [_]
        M-9                      [_]
        M-10                     [_]
or

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

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






         "Trust Fund": Collectively, all of the assets of each Trust REMIC, any
Master Servicer Prepayment Charge Payment Amounts, the Net WAC Rate Carryover
Reserve Account, distributions made to the Trustee by the Swap Administrator
under the Swap Administration Agreement and the Swap Account.

         "Trust REMIC": Each of REMIC I, REMIC II, REMIC III, REMIC IV, REMIC V
and REMIC VI.

         "Trustee": [_], a national banking association, or its successor in
interest, or any successor Trustee appointed as herein provided.

         "Trustee Fee": The amount payable to the Trustee on each Distribution
Date pursuant to Section 8.05 as compensation for all services rendered by it
and in the exercise and performance of any of the powers and duties of the
Trustee hereunder, which amount shall equal the Trustee Fee Rate accrued for one
month multiplied by the aggregate Scheduled Principal Balance of the Mortgage
Loans and any REO Properties as of the Due Date in the prior month (or, in the
case of the initial Distribution Date, as of the Cut-off Date), calculated on
the basis of a 360-day year consisting of twelve 30-day months.

         "Trustee Fee Rate": [_]% per annum.

         "Uncertificated Balance": The amount of any REMIC Regular Interest
(other than REMIC II Regular Interest II-IO) outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Balance of each REMIC
Regular Interest (other than REMIC II Regular Interest II-IO) 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 (other than REMIC II Regular Interest II-IO) 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
II Regular Interest II-LTZZ shall be increased by interest deferrals as provided
in Section 4.01(a)(1). The Uncertificated Balance of each REMIC Regular Interest
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 Remittance Rate
applicable to such REMIC Regular Interest for such Distribution Date, accrued on
the Uncertificated Balance or Uncertificated Notional Amount 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
4.03(e) 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.

         "Uncertificated Notional Amount": With respect to REMIC II Regular
Interest IO and each Distribution Date listed below, the aggregate
Uncertificated Principal Balance of the REMIC I Regular Interests ending with
the designation "A" listed below:

DISTRIBUTION DATE                 REMIC I REGULAR INTERESTS
-----------------                 -------------------------


         With respect to the Class IO Interest and any Distribution Date, an
amount equal to the Uncertificated Notional Amount of the REMIC II Regular
Interest IO. With respect to the Class CE Interest, the aggregate Uncertificated
Balance of the REMIC II Regular Interests (other than REMIC II Regular Interest
II-P).

         "Underwriters": Each of Credit Suisse First Boston LLC and Deutsche
Bank Securities Inc.

         "Underwriters' Exemption": As defined in the Prospectus Supplement.

         "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 3.08.

         "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, solely for purposes of the restrictions on the transfer of
Residual Certificates, no partnership or other entity treated as a partnership
for United States federal income tax purposes shall be treated as a United
States Person unless all persons that own an interest in such partnership either
directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement
to be United States Persons, or an estate 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, 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 by an appraiser
who met the minimum requirements of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, 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 who met the minimum
requirements of the Financial Institutions Reform, Recovery and Enforcement Act
of 1989 or, subject to the Originator's underwriting guidelines, an insured
automated valuation model.

         "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, 98% of all Voting Rights shall 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, 1% of all Voting Rights shall be
allocated to the Holders of the Class P Certificates and 1% of all Voting Rights
shall 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 amount of Accrued Certificate Interest
and the amount of the Interest Distribution Amount for the Class A Certificates,
the Mezzanine 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 Master Servicer pursuant to Section 4.03(e)) and
any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for
any Distribution Date shall be allocated first, to reduce the interest accrued
on the Class CE Certificates, based on, and to the extent of, one month's
interest at the applicable Pass-Through Rate on the Notional Amount of such
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 Rates on the respective
Certificate Principal Balances of each such Certificate.

         For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Group I Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group I shall be allocated
first, to REMIC I Regular Interest I and to the REMIC I Group I Regular
Interests ending with the designation "B", PRO RATA based on, and to the extent
of, one month's interest at the then applicable respective REMIC I Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC I
Regular Interest , and then, to REMIC I Group I Regular Interests ending with
the designation "A", pro rata based on, and to the extent of, one month's
interest at the then applicable respective REMIC I Remittance Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest. For purposes of calculating the amount of Uncertificated Interest for
the REMIC I Group II Regular Interests for any Distribution Date, the aggregate
amount of any Prepayment Interest Shortfalls (to the extent not covered by
payments by the Master Servicer pursuant to Section 4.03(e)) and any Relief Act
Interest Shortfalls incurred in respect of Loan Group II shall be allocated
first, to REMIC I Regular Interest II and to the REMIC I Group II Regular
Interests ending with the designation "B", PRO RATA based on, and to the extent
of, one month's interest at the then applicable respective REMIC I Remittance
Rates on the respective Uncertificated Principal Balances of each such REMIC I
Regular Interest , and then, to REMIC I Group II Regular Interests ending with
the designation "A", pro rata based on, and to the extent of, one month's
interest at the then applicable respective REMIC I Remittance Rates on the
respective Uncertificated Principal Balances of each such REMIC I Regular
Interest.

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

                  (i) The REMIC II Marker Allocation Percentage of the aggregate
         amount of any Prepayment Interest Shortfalls (to the extent not covered
         by payments by the Master Servicer pursuant to Section 4.03(e)) and the
         REMIC II 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 II Regular Interest
         II-LTA1, II Regular Interest II-LTA2A, REMIC II Regular Interest
         II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC II Regular Interest
         II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC II Regular Interest
         II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular Interest
         II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II Regular Interest
         II-LTM6, REMIC II Regular Interest II-LTM7, REMIC II Regular Interest
         II-LTM8, REMIC II Regular Interest II-LTM9, REMIC II Regular Interest
         II-LTM10 and REMIC II Regular Interest II-LTZZ, on a PRO RATA basis,
         based on, and to the extent of, one month's interest at the then
         applicable respective REMIC II Remittance Rates on the respective
         Uncertificated Balances of each such REMIC II Regular Interest; and

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

         SECTION 1.03. Rights of the NIMS Insurer.

         Each of the rights of the NIMS Insurer set forth in this Agreement
shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain
payments of notes issued pursuant to an Indenture and (ii) any series of notes
issued pursuant to one or more Indentures remain outstanding or the NIMS Insurer
is owed amounts in respect of its guarantee of payment on such notes; provided,
however, the NIMS Insurer shall not have any rights hereunder (except pursuant
to Section 11.01 in the case of clause (ii) below) during the period of time, if
any, that (i) the NIMS Insurer has not undertaken to guarantee certain payments
of notes issued pursuant to the Indenture or (ii) any default has occurred and
is continuing under the insurance policy issued by the NIMS Insurer with respect
to such notes.


<PAGE>

                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.01. Conveyance of Mortgage Loans.

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

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

                  (i) the original Mortgage Note, endorsed in blank, without
         recourse, or in the following form: "Pay to the order of [_], as
         Trustee under the applicable agreement, without recourse," with all
         prior and intervening endorsements showing a complete chain of
         endorsement from the originator to the Person so endorsing to the
         Trustee, or with respect to any lost Mortgage Note, an original Lost
         Note Affidavit; provided however, that such substitutions of Lost Note
         Affidavits for original Mortgage Notes may occur only with respect to
         Mortgage Loans, the aggregate Cut-off Date Principal Balance of which
         is less than or equal to [_]% of the Pool Balance as of the Cut-off
         Date;

                  (ii) the original Mortgage, with evidence of recording
         thereon, and a copy, certified by the appropriate recording office, of
         the recorded power of attorney, if the Mortgage was executed pursuant
         to a power of attorney, with evidence of recording thereon;

                  (iii) an original Assignment assigned in blank, without
         recourse;

                  (iv) the original recorded intervening Assignment or
         Assignments showing a complete chain of assignment from the originator
         to the Person assigning the Mortgage to the Trustee as contemplated by
         the immediately preceding clause (iii) or the original unrecorded
         intervening Assignments;

                  (v) the original or copies of each assumption, modification,
         written assurance or substitution agreement, if any; and

                  (vi) the original lender's title insurance policy or an
         attorney's opinion of title or similar guarantee of title acceptable to
         mortgage lenders generally in the jurisdiction where the Mortgaged
         Property is located, together with all endorsements or riders which
         were issued with or subsequent to the issuance of such policy, or in
         the event such original title policy is unavailable, a written
         commitment or uniform binder or preliminary report of title issued by
         the title insurance or escrow company.

         If any of the documents referred to in Sections 2.01(ii), (iii) or (iv)
above has as of the Closing Date been submitted for recording but either (x) has
not been returned from the applicable public recording office or (y) has been
lost or such public recording office has retained the original of such document,
the obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trustee, or to the appropriate Custodian on
behalf of the Trustee, of a copy of each such document certified by the
Originator in the case of (x) above or the applicable public recording office in
the case of (y) above to be a true and complete copy of the original that was
submitted for recording and (2) if such copy is certified by the Originator,
delivery to the Trustee, or to the appropriate Custodian on behalf of the
Trustee, promptly upon receipt thereof of either the original or a copy of such
document certified by the applicable public recording office to be a true and
complete copy of the original. If the original lender's title insurance policy
was not delivered pursuant to Section 2.01(vi) above, the Depositor shall
deliver or cause to be delivered to the Trustee, or to the appropriate Custodian
on behalf of the Trustee, promptly after receipt thereof, the original lender's
title insurance policy. The Depositor shall deliver or cause to be delivered to
the Trustee, or to the appropriate 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 or modification of
any Mortgage Loan.

         The Master Servicer (in its capacity as Seller) shall promptly (and in
no event later than thirty (30) Business Days, subject to extension upon a
mutual agreement between the Master Servicer and the Trustee, following the
later of (i) the Closing Date, (ii) the date on which the Seller receives the
Assignment from the Custodian and (iii) the date of receipt by the Master
Servicer of the recording information for a Mortgage) submit or cause to be
submitted for recording, at no expense to the Trust Fund or the Trustee, in the
appropriate public office for real property records, each Assignment referred to
in Sections 2.01(iii) and (iv) above and shall execute each original Assignment
referred to in Section 2.01(iii) above in the following form: "[_], as Trustee
under the applicable agreement." In the event that any such Assignment is lost
or returned unrecorded because of a defect therein, the Master Servicer (in its
capacity as Seller) shall promptly prepare or cause to be prepared a substitute
Assignment or cure or cause to be cured such defect, as the case may be, and
thereafter cause each such Assignment to be duly recorded.

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

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

         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 HOEPA or any other applicable predatory or abusive lending laws.

         SECTION 2.02. Acceptance of REMIC I by the Trustee.

         Subject to the provisions of Section 2.01 and subject to any exceptions
noted on the exception report described in the next paragraph below, the Trustee
acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial
Agreement, receipt by the respective Custodian as the duly appointed agent of
the Trustee) of the documents referred to in Section 2.01 (other than such
documents described in Section 2.01(v)) above and all interests and all other
assets included in the definition of "REMIC I" under clauses (i), (iii), (iv)
and (v) (to the extent of amounts deposited into the Distribution Account) and
declares that it, or such Custodian as its agent, holds and shall hold such
documents and the other documents delivered to it constituting a Mortgage File,
and that it holds or shall hold all such assets and such other assets included
in the definition of "REMIC I" in trust for the exclusive use and benefit of all
present and future Certificateholders.

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

         The Trustee agrees, for the benefit of the Certificateholders, to
review (or cause a Custodian on its behalf to review) each Mortgage Note within
45 days of the Closing Date and to certify in substantially the form attached
hereto as Exhibit C-1 (or cause the Custodian to certify in the form of the
Initial Certification attached to the Custodial Agreement) that, as to each
Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Trustee or such Custodian was
under no duty or obligation (i) to inspect, review or examine any such
documents, instruments, certificates or other papers to determine whether they
are genuine, enforceable, or appropriate for the represented purpose or whether
they have actually been recorded or that they are other than what they purport
to be on their face or (ii) to determine whether any Mortgage File should
include any of the documents specified in clause (v) of Section 2.01.

         Prior to the first anniversary date of this Agreement the Trustee shall
deliver to the Depositor, the Master Servicer and the NIMS Insurer a final
certification in the form annexed hereto as Exhibit C-2 (or shall cause the
Custodian to deliver to the Trustee, the Depositor, the Master Servicer and the
NIMS Insurer a final certification in the form attached to the Custodial
Agreement) evidencing the completeness of the Mortgage Files, with any
applicable exceptions noted thereon, with respect to all of the Mortgage Loans.
Upon the request of the Master Servicer, any exception report related to the
final certification shall be provided in an electronic computer readable format
as mutually agreed upon by the Master Servicer and the Trustee.

         If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the Trustee
or any Custodian finds any document or documents constituting a part of a
Mortgage File to be missing, mutilated, torn or defaced or does not conform to
the requirements identified above, at the conclusion of its review the Trustee
(or a Custodian on behalf of the Trustee) shall so notify the Depositor, the
NIMS Insurer and the Master Servicer. In addition, upon the discovery by the
Depositor, the NIMS Insurer, the Master Servicer or the Trustee of a breach of
any of the representations and warranties made by the Seller in the Mortgage
Loan Purchase Agreement in respect of any Mortgage Loan which materially
adversely affects such Mortgage Loan or the interests of the related
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties.

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

         SECTION 2.03. Repurchase or Substitution of Mortgage Loans by the
Seller or the Depositor; Payment of Prepayment Charge Payment Amounts.

         (a) Upon discovery or receipt of notice (including notice under Section
2.02) of any materially defective document in, or that a document is missing
from, the Mortgage File or of the breach by the Seller of any representation,
warranty or covenant under the Mortgage Loan Purchase Agreement in respect of
any Mortgage Loan which materially adversely affects the value of such Mortgage
Loan or the interest therein of the Certificateholders, the Trustee shall
promptly notify the Seller, the NIMS Insurer and the Master Servicer of such
defect, missing document or breach and request that the Seller deliver such
missing document or cure such defect or breach within 90 days from the date the
Seller had knowledge or was notified of such missing document, defect or breach,
and if the Seller does not deliver such missing document or cure such defect or
breach in all material respects during such period, the Master Servicer (or, in
accordance with Section 6.06(b), the Trustee) shall enforce the obligations of
the Seller under the Mortgage Loan Purchase Agreement to repurchase such
Mortgage Loan from REMIC I at the Purchase Price within 90 days after the date
on which the Seller was notified (subject to Section 2.03(d)) of such missing
document, defect or breach, if and to the extent that the Seller is obligated to
do so under the Mortgage Loan Purchase Agreement. The Purchase Price for the
repurchased Mortgage Loan shall be deposited in the Collection Account, and the
Trustee, upon receipt of written certification from the Master Servicer of such
deposit, shall release to the Seller the related Mortgage File and shall execute
and deliver such instruments of transfer or assignment, in each case without
recourse, as the Seller shall furnish to it and as shall be necessary to vest in
the Seller any Mortgage Loan released pursuant hereto, and the Trustee shall not
have any further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so provided in the
Mortgage Loan Purchase Agreement, the Seller may cause such Mortgage Loan to be
removed from REMIC I (in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(c). It is understood and
agreed that the obligation of the Seller to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is missing, a material
defect in a document exists or as to which such a breach has occurred and is
continuing shall constitute the sole remedy respecting such omission, defect or
breach available to the Trustee on behalf of the Certificateholders.

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

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

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

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

                  (iii) If with respect to any Prepayment Period,

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

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

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

         (c) Any substitution of Qualified Substitute Mortgage Loans for Deleted
Mortgage Loans made pursuant to Section 2.03(a), in the case of the Seller, or
Section 2.03(b), in the case of the Depositor, must be effected prior to the
date which is two years after the Startup Day for REMIC I.

         As to any Deleted Mortgage Loan for which the Seller or the Depositor
substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution
shall be effected by the Seller or the Depositor, as the case may be, delivering
to the Trustee (or a Custodian on behalf of the Trustee), for such Qualified
Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage, the
Assignment to the Trustee, and such other documents and agreements, with all
necessary endorsements thereon, as are required by Section 2.01, together with
an Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
Trustee (or a Custodian on behalf of the Trustee) shall acknowledge receipt for
such Qualified Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, review such documents as specified in Section 2.02 and deliver to
the Depositor, the NIMS Insurer, the Trustee and the Master Servicer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a certification
substantially in the form attached hereto as Exhibit C-1, with any applicable
exceptions noted thereon. Within one year of the date of substitution, the
Trustee shall deliver to the Depositor, the NIMS Insurer and the Master Servicer
a certification substantially in the form of Exhibit C-2 hereto with respect to
such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
noted thereon. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution are not part of REMIC I and shall be
retained by the Depositor or the Seller, as the case may be. For the month of
substitution, distributions to Certificateholders shall reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the month
of substitution, and the Depositor or the Seller, as the case may be, shall
thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Depositor shall give or cause to be given
written notice to the Certificateholders, the NIMS Insurer that such
substitution has taken place, shall amend the Mortgage Loan Schedule and, if
applicable, the Prepayment Charge Schedule, to reflect the removal of such
Deleted Mortgage Loan from the terms of this Agreement and the substitution of
the Qualified Substitute Mortgage Loan or Loans and shall deliver a copy of such
amended Mortgage Loan Schedule to the Trustee and the NIMS Insurer. Upon such
substitution, such Qualified Substitute Mortgage Loan or Loans shall constitute
part of the Mortgage Pool and shall be subject in all respects to the terms of
this Agreement and, in the case of a substitution effected by the Seller, the
Mortgage Loan Purchase Agreement, including all applicable representations and
warranties thereof.

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

         In addition, the Depositor or the Seller, as the case may be, shall
obtain at its own expense and deliver to the Trustee and the NIMS Insurer an
Opinion of Counsel to the effect that such substitution shall 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.

         (d) Upon discovery by the Depositor, the NIMS Insurer, the Seller, the
Master Servicer or the Trustee that any Mortgage Loan does not constitute a
"qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall within two Business Days give written notice
thereof to the other parties. In connection therewith, the Seller or the
Depositor shall repurchase or, subject to the limitations set forth in Section
2.03(c), substitute one or more Qualified Substitute Mortgage Loans for the
affected Mortgage Loan within 90 days of the earlier of discovery or receipt of
such notice with respect to such affected Mortgage Loan. Such repurchase or
substitution shall be made by the Seller. Any such repurchase or substitution
shall be made in the same manner as set forth in Section 2.03(a). The Trustee
shall reconvey to the Depositor or the Seller, as the case may be, the Mortgage
Loan to be released pursuant hereto in the same manner, and on the same terms
and conditions, as it would a Mortgage Loan repurchased for breach of a
representation or warranty.

         SECTION 2.04. [Reserved].

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

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

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

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

                  (iv) The Master Servicer is an approved seller/servicer for
         Fannie Mae or Freddie Mac in good standing and is a HUD approved
         mortgagee pursuant to Section 203 and Section 211 of the National
         Housing Act;

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

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

                  (vii) The information set forth in the Prepayment Charge
         Schedule attached hereto as Schedule 2 (including the prepayment charge
         summary attached thereto) is complete, true and correct in all material
         respects at the date or dates respecting which such information is
         furnished and each Prepayment Charge is permissible and enforceable in
         accordance with its terms (except to the extent that (i) the
         enforceability thereof may be limited by bankruptcy, insolvency,
         moratorium, receivership and other similar laws relating to creditors'
         rights generally and (ii) the collectability thereof may be limited due
         to acceleration in connection with a foreclosure or other involuntary
         payment;

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

                  (ix) The information set forth in the "monthly tape" provided
         to the Trustee or any of its affiliates is true and correct in all
         material respects;

                  (x) With respect to each Mortgage Loan, the Assignment is in
         recordable form; (except that the name of the assignee and the
         recording information with respect to such Mortgage Loan is blank) and
         each Mortgage Loan was originated in the name of the Master Servicer or
         an affiliate thereof;

                  (xi) The Master Servicer has fully furnished and shall
         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 on a monthly basis; and

                  (xii) The Master Servicer shall transmit full-file credit
         reporting data for each Mortgage Loan pursuant to Fannie Mae Guide
         Announcement 95-19 and for each Mortgage Loan, the Master Servicer
         shall report one of the following statuses each month as follows: new
         origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed,
         or charged-off.
                  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 a Custodian, as the case may be, and
shall inure to the benefit of the Trustee, the Depositor and the
Certificateholders. Upon discovery by any of the Depositor, the NIMS Insurer,
the Master Servicer or the Trustee of a breach of any of the foregoing
representations, warranties and covenants which materially and adversely affects
the value of any Mortgage Loan, Prepayment Charge or the interests therein of
the Certificateholders, the party discovering such breach shall give prompt
written notice (but in no event later than two Business Days following such
discovery) to the NIMS Insurer and the Trustee. Subject to Section 7.01, the
obligation of the Master Servicer set forth in Section 2.03(b) to cure breaches
(or in the case of the representations, warranties and covenants set forth in
Section 2.05(vii) and Section 2.05(viii) above, to otherwise remedy such
breaches pursuant to Section 2.03(b)) shall constitute the sole remedies against
the Master Servicer available to the Certificateholders, the Depositor or the
Trustee on behalf of the Certificateholders respecting a breach of the
representations, warranties and covenants contained in this Section 2.05. The
preceding sentence shall not, however, limit any remedies available to the
Certificateholders, the Depositor or the Trustee on behalf of the
Certificateholders (other than in the case of the representations, warranties
and covenants set forth in Section 2.05(vii) and Section 2.05(viii) above)
pursuant to the Mortgage Loan Purchase Agreement signed by the Master Servicer
in its capacity as Seller, respecting a breach of the representations,
warranties and covenants of the Master Servicer in its capacity as Seller
contained in the Mortgage Loan Purchase Agreement.

         SECTION 2.06. Issuance of the REMIC I Regular Interests and the Class
R-I Interest.

         The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery to it of the Mortgage Files, subject to the provisions of Section
2.01 and Section 2.02, together with the assignment to it of all other assets
included in REMIC I, the receipt of which is hereby acknowledged. Concurrently
with such assignment and delivery and in exchange therefor, the Trustee,
pursuant to the written request of the Depositor executed by an officer of the
Depositor, has executed, authenticated and delivered to or upon the order of the
Depositor, the Class R-I Interest in authorized denominations. 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. The
rights of the Class R Certificateholders and REMIC II (as holder of the REMIC I
Regular Interests) to receive distributions from the proceeds of REMIC I in
respect of the Class R-I Interest and the REMIC I Regular Interests,
respectively, and all ownership interests evidenced or constituted by the Class
R-I Interest and the REMIC I Regular Interests, shall be as set forth in this
Agreement.

         SECTION 2.07. Conveyance of the REMIC I Regular Interests; Acceptance
of REMIC II and REMIC III 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
acknowledges receipt of the assets described in the definition of REMIC I and
declares that it holds and shall 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 REMIC II Regular Interests 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 shall hold the same in
trust for the exclusive use and benefit of the Holders of the REMIC II Regular
Interests 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 REMIC II
Regular Interests, 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 REMIC II Regular Interests (which are uncertificated) for the benefit
of the Holders of the REMIC III Regular Interests and the Class R Certificates
(in respect of the Class R-III Interest). The Trustee acknowledges receipt of
the REMIC III Regular Interests and declares that it holds and shall hold the
same in trust for the exclusive use and benefit of the Holders of the REMIC III
Regular Interests and the Class R Certificates (in respect of the Class R-III
Interest). The interests evidenced by the Class R-III Interest, together with
the Regular Certificates (other than the Class CE Certificates and Class P
Certificates), the Class CE Interest, Class P Interest and Class SWAP-IO
Interest, 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 CE Interest (which is uncertificated) for the benefit of the
Holders of the Class CE Certificates and the Class R Certificates (in respect of
the Class R-IV Interest). The Trustee acknowledges receipt of the Class CE
Interest and declares that it holds and shall hold the same in trust for the
exclusive use and benefit of the Holders of the Class CE Certificates and the
Class R Certificates (in respect of the Class R-IV Interest). The interests
evidenced by the Class R-IV Interest, together with the Class CE Certificates,
constitute the entire beneficial ownership interest in REMIC IV.

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

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

         SECTION 2.08. Issuance of Class R Certificates and Class R-X
Certificates.

         (a) The Trustee acknowledges the assignment to it of the REMIC I
Regular Interests and, concurrently therewith and in exchange therefor, pursuant
to the written request of the Depositor executed by an officer of the Depositor,
the Trustee has executed, authenticated and delivered to or upon the order of
the Depositor, the Class R Certificates in authorized denominations. The
interests evidenced by the Class R Certificates, together with the REMIC I
Regular Interests, the REMIC II Regular Interests, the Regular Certificates
(other than the Class CE Certificates and the Class P Certificates) the Class CE
Interest, the Class P Interest and the SWAP-IO Interest constitute the entire
beneficial ownership interest in REMIC I, REMIC II and REMIC III.

         (b) The Trustee acknowledges the assignment to it of the Class CE
Interest, the Class P Interest and the SWAP-IO Interest and, concurrently
therewith and in exchange therefor, pursuant to the written request of the
Depositor executed by an officer of the Depositor, the Trustee has executed,
authenticated and delivered to or upon the order of the Depositor, the Class R-X
Certificates in authorized denominations. The interests evidenced by the Class
R-X Certificates, together with the Class CE Certificates and the Class P
Certificates constitute the entire beneficial ownership interest in REMIC IV,
REMIC V and REMIC VI.

         SECTION 2.09. 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
2.09 may not be amended, without the consent of the Certificateholders
evidencing 51% or more of the aggregate Voting Rights of the Certificates.



<PAGE>

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING

                              OF THE MORTGAGE LOANS

         SECTION 3.01. Master Servicer to Act as Master Servicer.

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

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

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

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

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

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

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

         Subject to Section 3.04(d) hereof, in accordance with the Servicing
Standard, the Master Servicer shall advance or cause to be advanced funds as
necessary for the purpose of effecting the timely payment of taxes and
assessments on the Mortgaged Properties, which advances shall be Servicing
Advances reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.04(d), and further as provided in Section
3.05(a). Any cost incurred by the Master Servicer or by Sub-Servicers in
effecting the timely payment of taxes and assessments on a Mortgaged Property
shall not, for the purpose of calculating distributions to Certificateholders,
be added to the unpaid Stated Principal Balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit.

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

                  (A) the Master Servicer shall not make future advances (except
         as provided in Section 4.03);

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

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

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

         The Master Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Master
Servicer from the responsibilities or liabilities arising under this Agreement.
All references to Master Servicer in this Agreement shall be deemed to include
any Sub-Servicer duly appointed by the Master Servicer pursuant to this
Agreement.

         SECTION 3.02. Collection of Certain Mortgage Loan Payments.

         The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any applicable insurance policies, follow such
collection procedures as it would follow with respect to mortgage loans
comparable to the Mortgage Loans and held for its own account. Consistent with
the foregoing, the Master Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, (ii) waive any provision of
any Mortgage Loan requiring the related Mortgagor to submit to mandatory
arbitration with respect to disputes arising thereunder or (iii) extend the due
dates for the Monthly Payments due on a Mortgage Note for a period of not
greater than 180 days; provided that any extension pursuant to clause (iii)
above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder. The NIMS Insurer's prior written consent
shall be required for any modification, waiver or amendment if the aggregate
number of outstanding Mortgage Loans which have been modified, waived or amended
exceeds 5% of the number of Mortgage Loans as of the Cut-off Date. In the event
of any such arrangement pursuant to clause (iii) above, the Master Servicer
shall make timely advances on such Mortgage Loan during such extension pursuant
to Section 4.03 and in accordance with the amortization schedule of such
Mortgage Loan without modification thereof by reason of such arrangements.

         Notwithstanding the foregoing, in the event that any Mortgage Loan is
in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable, the Master Servicer, consistent with the Servicing
Standard, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest or extend the final maturity date of such
Mortgage Loan), accept payment from the related Mortgagor of an amount less than
the Stated Principal Balance in final satisfaction of such Mortgage Loan, or
consent to the postponement of strict compliance with any such term or otherwise
grant indulgence to any Mortgagor (any and all such waivers, modifications,
variances, forgiveness of principal or interest, postponements, or indulgences
collectively referred to herein as "forbearance"), provided, however, that in
determining which course of action permitted by this sentence it shall pursue,
the Master Servicer shall adhere to the Loss Mitigation Action Plan. The Master
Servicer's analysis supporting any forbearance and the conclusion that any
forbearance meets the standards of Section 3.01 and the Loss Mitigation Action
Plan shall be reflected in writing in the Mortgage File.

         In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Rates, Monthly Payments or Stated Principal Balances that were made by
the Master Servicer in a manner not consistent with the terms of the related
Mortgage Note and this Agreement, the Master Servicer, upon discovery or receipt
of notice thereof, immediately shall deliver to the Trustee 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 Depositor and
any successor master servicer in respect of any such liability. Such indemnities
shall survive the termination or discharge of this Agreement.

         SECTION 3.03. [Reserved].

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

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

         (b) DEPOSITS TO THE COLLECTION ACCOUNT. On behalf of the Trust Fund,
the Master Servicer shall deposit or cause to be deposited in the clearing
account (which account must be an Eligible Account) in which it customarily
deposits payments and collections on mortgage loans in connection with its
mortgage loan servicing activities on a daily basis, and in no event more than
one Business Day after the Master Servicer's receipt thereof, and shall
thereafter deposit in the Collection Account, in no event more than two Business
Days after the deposit of such funds into the clearing account, as and when
received or as otherwise required hereunder, and retain therein, the following
payments and collections received or made by it subsequent to the Cut-off Date
with respect to the Mortgage Loans, or payments (other than Principal
Prepayments) received by it on or prior to the Cut-off Date but allocable to a
Due Period subsequent thereto:

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

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

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

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

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

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

                  (vii) all amounts required to be deposited in connection with
         shortfalls in principal amount of Qualified Substitute Mortgage Loans
         pursuant to Section 2.03 (for purposes of this clause (vii), the
         Cut-off Date with respect to any Qualified Substitute Mortgage Loan
         shall be deemed to be the date of substitution);

                  (viii) any amounts required to be deposited by the Master
         Servicer pursuant to Section 4.03(b); and

                  (ix) all Prepayment Charges collected by the Master Servicer,
         all Prepayment Charges payable by the Master Servicer pursuant to
         Section 2.03(b)(ii)(A) and all Master Servicer Prepayment Charge
         Payment Amounts payable by the Master Servicer pursuant to Section
         2.03(b)(ii)(B) as limited by Section 2.03(b)(iii).

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

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

         (d) DEPOSITS TO THE ESCROW ACCOUNT. The Master Servicer shall deposit
or cause to be deposited in the clearing account (which account must be an
Eligible Account) in which it customarily deposits payments and collections on
mortgage loans in connection with its mortgage loan servicing activities on a
daily basis, and in no event more than one Business Day after the Master
Servicer's receipt thereof, and shall thereafter deposit in the Escrow Account,
in no event more than two Business Days after the deposit of such funds into the
clearing account, as and when received or as otherwise required hereunder, and
retain therein:

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

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

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

         (f) TRUSTEE DEPOSITS TO THE DISTRIBUTION ACCOUNT. Upon receipt, the
Trustee shall deposit or cause to be deposited into the Distribution Account all
payments of any nature received from the Master Servicer in accordance with this
Agreement. The Trustee shall deposit in the Distribution Account any amounts
required to be deposited pursuant to Section 3.06 in connection with losses
realized on Permitted Investments with respect to funds held in the Distribution
Account. Furthermore, promptly upon receipt of any Stayed Funds, whether from
the Master Servicer, a trustee in bankruptcy, or federal bankruptcy court or
other source, the Trustee shall deposit such funds in the Distribution Account,
subject to withdrawal thereof pursuant to Section 7.02(b) or as otherwise
permitted hereunder.

         (g) MASTER SERVICER TRANSFER OF FUNDS TO THE DISTRIBUTION ACCOUNT. On
behalf of the Trust Fund, the Master Servicer shall deliver to the Trustee in
immediately available funds for deposit in the Distribution Account by 3:00 p.m.
(New York time) on the Master Servicer Remittance Date, (i) that portion of
Available Funds (calculated without regard to the references in clause (2) of
the definition thereof to amounts that may be withdrawn from the Distribution
Account) for the related Distribution Date then on deposit in the Collection
Account, (ii) without duplication, the amount of all Prepayment Charges
collected by the Master Servicer, all Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(b)(ii)(A) and all Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section
2.03(b)(ii)(B), subject to Section 2.03(b)(iii) (in each case to the extent not
related to Principal Prepayments occurring after the related Prepayment Period)
and (iii) any amounts reimbursable to an Advancing Person pursuant to Section
3.23 and the terms of the related Advance Facility.

         In addition, the Master Servicer shall deliver to the Trustee from time
to time as required by this Agreement, for deposit and the Trustee shall so
deposit, in the Distribution Account:

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

                  (ii) any amounts required to be deposited pursuant to Section
         3.13 in connection with any REO Property;

                  (iii) any amounts to be paid in connection with a purchase of
         Mortgage Loans and REO Properties pursuant to Section 3.16 and Section
         9.01;

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

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

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

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

         Funds held in the Collection Account pursuant to Section 3.04(b) may at
any time be delivered by the Master Servicer to the Trustee for deposit into the
Distribution Account and for all purposes of this Agreement shall be deemed to
be a part of the Collection Account until the Business Day prior to the
Distribution Date; provided, however, that the Trustee shall have the sole
authority to withdraw any funds held pursuant to this paragraph. In the event
the Master Servicer shall deliver to the Trustee for deposit in the Distribution
Account any amount not required to be deposited therein, it may at any time
request that the Trustee withdraw such amount from the Distribution Account and
remit to it any such amount, any provision herein to the contrary
notwithstanding.

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

         (i) CREATION, LOCATION AND SUBSEQUENT TRANSFERS OF ACCOUNTS. Each
account created pursuant to this Agreement must be an Eligible Account. On or
prior to the Closing Date, the Master Servicer and the Trustee shall give
notice, to each other, the NIMS Insurer and the Depositor of the location of any
account created by it pursuant to this Agreement. From time to time, the Master
Servicer and the Trustee may each transfer any account created by it to a
different depository institution provided that upon such transfer the written
notice is provided to all other parties listed in the preceding sentence.

         (j) In order to comply with its duties under the U.S.A. Patriot Act of
2001, the Trustee shall obtain and verify certain information and documentation
from the other parties to this Agreement including, but not limited to, each
such party's name, address, and other identifying information.

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

         (a) COLLECTION ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Collection Account for the following purposes or as described
in Section 4.03:

                  (i) to remit to the Trustee for deposit in the Distribution
         Account the amounts required to be so remitted pursuant to Section
         3.04(g) or permitted to be so remitted pursuant to the last paragraph
         of Section 3.04(g);

                  (ii) subject to Section 3.12(c), to reimburse itself for (a)
         any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances and
         (c) any unreimbursed Advances, the Master Servicer's right to reimburse
         itself pursuant to this subclause (ii) being limited to any Late
         Collections, Liquidation Proceeds, Subsequent Recoveries and Insurance
         Proceeds received on the related Mortgage Loan and any amounts received
         in respect of the rental of the related REO Property prior to an REO
         Disposition that represent payments of principal and/or interest
         respecting which any such advance was made;

                  (iii) to reimburse itself for (a) any unpaid Servicing Fees to
         the extent not recoverable under Section 3.05(a)(ii) and (b) any unpaid
         Advances or Servicing Advances that have been deemed Nonrecoverable
         Advances or Nonrecoverable Servicing Advances;

                  (iv) to pay to itself any Prepayment Interest Excess;

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

                  (vi) to pay to itself as servicing compensation any interest
         earned on funds in the Collection Account;

                  (vii) subject to Section 4.03(b), to reimburse the Master
         Servicer in respect of any unreimbursed Advances to the extent of funds
         held in the Collection Account for future distribution that were not
         included in Available Funds for the preceding Distribution Date;

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

                  (ix) to remit to the Trustee any amounts that the Trustee is
         permitted to be paid or reimbursed from the assets of the Trust Fund
         pursuant to the terms of this Agreement, including the terms of Section
         7.02(a) and Section 8.05 of this Agreement;

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

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

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

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

         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 shall be
remitted to the Trustee, 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 Master Servicer shall, on or before 3:00 p.m. New
York time on such Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Master Servicer, the
Trustee or any Sub-Servicer pursuant to Section 3.05 and shall pay such amounts
to the Persons entitled thereto.

         The foregoing requirements for withdrawal from the Collection Account
shall be exclusive. In the event the Master Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.

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

         (b) ESCROW ACCOUNT. The Master Servicer may, from time to time,
withdraw from the Escrow Account for the following purposes:

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

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

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

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

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

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

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

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

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

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

                  (i) to make distributions to the Swap Account in accordance
         with Section 4.10;

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

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

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

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

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

                  (vii) to reimburse the NIMS Insurer for Net Swap Payments paid
         by the NIMS Insurer to the Interest Rate Swap Provider pursuant to
         Section 4.10 (only to the extent the Trustee's failure to make
         distributions in accordance with Section 3.05(c)(i) is not due to
         insufficient funds in the Distribution Account); and

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

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

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

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

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

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

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

         (d) Funds on deposit in the Net WAC Rate Carryover Reserve Account may
be invested in Permitted Investments in accordance with Section 4.11 and any
investment earnings or interest paid shall accrue to the benefit of the party
designated in such section and the party so designated shall deposit in the
related account from its own funds the amount of any loss incurred on Permitted
Investments in such account.

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

         (f) The Trustee or its Affiliates are permitted to receive compensation
that could be deemed to be in the Trustee's economic self-interest for (i)
serving as investment adviser, administrator, shareholder, servicing agent,
custodian or sub-custodian with respect to certain of the Permitted Investments,
(ii) using Affiliates to effect transactions in certain Permitted Investments
and (iii) effecting transactions in certain Permitted Investments. Such
compensation shall not be considered an amount that is reimbursable or payable
pursuant to Section 3.05.

         SECTION 3.07. Payment of Taxes, Insurance and Other Charges.

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

         SECTION 3.08. Maintenance of Hazard Insurance.

         The Master Servicer shall cause to be maintained for each Mortgage Loan
fire insurance with extended coverage on the related Mortgaged Property in an
amount which is at least equal to the least of (i) the current Stated Principal
Balance of such Mortgage Loan, (ii) the amount necessary to fully compensate for
any damage or loss to the improvements that are a part of such property on a
replacement cost basis and (iii) the maximum insurable value of the improvements
which are a part of such Mortgaged Property, in each case in an amount not less
than such amount as is necessary to avoid the application of any coinsurance
clause contained in the related hazard insurance policy. The Master Servicer
shall also cause to be maintained fire insurance with extended coverage on each
REO Property in an amount which is at least equal to the lesser of (i) the
maximum insurable value of the improvements which are a part of such property
and (ii) the outstanding Stated Principal Balance of the related Mortgage Loan,
plus accrued interest at the Mortgage Rate and related Servicing Advances (each
measured at the time it became an REO Property). The Master Servicer shall
comply in the performance of this Agreement with all reasonable rules and
requirements of each insurer under any such hazard policies. Any amounts to be
collected by the Master Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the property subject to the related
Mortgage or amounts to be released to the Mortgagor in accordance with the
procedures that the Master Servicer would follow in servicing loans held for its
own account, subject to the terms and conditions of the related Mortgage and
Mortgage Note) shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05, if received in respect of a Mortgage Loan,
or in the REO Account, subject to withdrawal pursuant to Section 3.13, if
received in respect of an REO Property. Any cost incurred by the Master Servicer
in maintaining any such insurance shall not, for the purpose of calculating
distributions to Certificateholders, be added to the unpaid Stated 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 Master
Servicer shall 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 Stated Principal Balance of the related Mortgage Loan; (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); and (iii) the
maximum insurable value of the improvements which are part of the related
Mortgaged Property.

         SECTION 3.09. Maintenance of Mortgage Blanket Insurance.

         In the event that the Master Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of "A:V" 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 Section 3.08, it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer shall,
in the event that there shall not have been maintained on the related Mortgaged
Property or REO Property a policy complying with the first two sentences of
Section 3.08, and there shall have been one or more losses which would have been
covered by such policy, deposit to the Collection Account from its own funds the
amount not otherwise payable under the blanket policy because of such deductible
clause. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to prepare and present, on behalf of
itself, the Trustee and the Certificateholders, claims under any such blanket
policy in a timely fashion in accordance with the terms of such policy.

         SECTION 3.10. Fidelity Bond; Errors and Omissions Insurance.

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

         SECTION 3.11. Enforcement of Due-On-Sale Clauses; Assumption
Agreements.

         The Master Servicer shall, 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 Master Servicer shall not exercise any such rights if prohibited by law
from doing so. If the Master Servicer reasonably believes it is unable under
applicable law to enforce such "due-on-sale" clause, or if any of the other
conditions set forth in the proviso to the preceding sentence apply, the Master
Servicer is authorized to enter into an assumption and modification agreement
from or with the person to whom such property has been conveyed or is proposed
to be conveyed, pursuant to which such person becomes liable under the Mortgage
Note and, to the extent permitted by applicable state law, the Mortgagor remains
liable thereon. The Master Servicer is also authorized to enter into a
substitution of liability agreement with such person, pursuant to which the
original Mortgagor is released from liability and such person is substituted as
the Mortgagor and becomes liable under the Mortgage Note, provided that no such
substitution shall be effective unless such person satisfies the underwriting
criteria of the Master Servicer. In connection with any assumption or
substitution, the Master Servicer shall apply such underwriting standards and
follow such practices and procedures as shall be normal and usual in its general
mortgage servicing activities and as it applies to other mortgage loans owned
solely by it. The Master Servicer shall not take or enter into any assumption
and modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy, or a new policy meeting
the requirements of this Section is obtained. Any fee collected by the Master
Servicer in respect of an assumption or substitution of liability agreement
shall be retained by the Master Servicer as additional servicing compensation.
In connection with any such assumption, no material term of the Mortgage Note
(including but not limited to the related Mortgage Rate and the amount of the
Monthly Payment) may be amended or modified, except as otherwise required
pursuant to the terms thereof or otherwise permitted under Section 3.01. The
Master Servicer shall notify the Trustee and any respective Custodian that any
such substitution or assumption agreement has been completed by forwarding to
the Trustee or to such Custodian, as the case may be, the executed original of
such substitution or assumption agreement, which document shall be added to the
related Mortgage File and shall, for all purposes, be considered a part of such
Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.

         Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Master Servicer may be restricted by law from preventing,
for any reason whatever. For purposes of this Section 3.11, 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 3.12. Realization Upon Defaulted Mortgage Loans.

         (a) The Master Servicer shall, consistent with the Servicing Standard
and the Loss Mitigation Action Plan, foreclose upon or otherwise comparably
convert the ownership of properties securing such of the Mortgage Loans as come
into and continue in default and as to which no satisfactory arrangements can be
made for collection of delinquent payments pursuant to Section 3.02. The Master
Servicer shall be responsible for all costs and expenses incurred by it in any
such proceedings; provided, however, that such costs and expenses shall be
recoverable as Servicing Advances by the Master Servicer as contemplated in
Section 3.05 and Section 3.13. The foregoing is subject to the provision that:
(i) in any case in which Mortgaged Property shall have suffered damage from an
Uninsured Cause, the Master Servicer shall not be required to expend its own
funds toward the restoration of such property unless it shall determine in its
discretion that such restoration shall increase the proceeds of liquidation of
the related Mortgage Loan after reimbursement to itself for such expenses and
(ii) with respect to any second lien Mortgage Loan, if, after such Mortgage Loan
becomes 180 days or more delinquent and the Master Servicer, after making a
Final Recovery Determination, determines that a net recovery that would
eliminate or reduce a Realized Loss by more than an immaterial amount is not
possible through foreclosure, such Mortgage Loan may be charged off and such
Mortgage Loan shall be treated as a Liquidated Mortgage Loan giving rise to a
Realized Loss.

         (b) Notwithstanding the foregoing provisions of this Section 3.12 or
any other provision of this Agreement, with respect to any Mortgage Loan as to
which the Master Servicer has received actual notice of, or has actual knowledge
of, the presence of any toxic or hazardous substance on the related Mortgaged
Property, the Master Servicer shall not, on behalf of the Trustee, either (i)
obtain title to such Mortgaged Property as a result of or in lieu of foreclosure
or otherwise or (ii) otherwise acquire possession of, or take any other action
with respect to, such Mortgaged Property, if, as a result of any such action,
the Trustee, the Trust Fund or the Certificateholders would be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or
"operator" of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from
time to time, or any comparable law, unless the Master Servicer has also
previously determined, based on its reasonable judgment and a report prepared by
a Person who regularly conducts environmental audits using customary industry
standards, that:

                  (i) 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

                  (ii) 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.

         Notwithstanding the foregoing, if such environmental audit reveals, or
if the Master Servicer has actual knowledge or notice, that such Mortgaged
Property contains such toxic or hazardous wastes or substances, the Master
Servicer shall not foreclose or accept a deed in lieu of foreclosure without the
prior written consent of the NIMS Insurer.

         The cost of the environmental audit report contemplated by this Section
3.12 shall be advanced by the Master Servicer, subject to the Master Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.05(a)(v), 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 Master Servicer determines, as described above, that it is in
the best economic interest of the Trust Fund to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes or petroleum-based materials affecting any such Mortgaged Property, then
the Master Servicer shall take such action as it deems to be in the best
economic interest of the Trust Fund; provided, however, that the Master Servicer
shall not proceed with foreclosure or acceptance of a deed in lieu of
foreclosure if the estimated costs of the environmental clean up, as estimated
in the environmental audit report, together with the Advances made by the Master
Servicer and the estimated costs of foreclosure or acceptance of a deed in lieu
of foreclosure exceeds the estimated value of the Mortgaged Property. The cost
of any such compliance, containment, cleanup or remediation shall be advanced by
the Master Servicer, subject to the Master Servicer's right to be reimbursed
therefor from the Collection Account as provided in Section 3.05(a)(v), 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) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial collection of
Insurance Proceeds, Subsequent Recoveries or Liquidation Proceeds, in respect of
any Mortgage Loan, shall be applied in the following order of priority: FIRST,
to reimburse the Master Servicer or any Sub-Servicer for any related
unreimbursed Servicing Advances and Advances, pursuant to Section 3.05(a)(ii);
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 shall be allocated by the Master Servicer as follows: FIRST, to
unpaid Servicing Fees; and SECOND, to the balance of the interest then due and
owing. The portion of the recovery so allocated to unpaid Servicing Fees shall
be reimbursed to the Master Servicer or any Sub-Servicer pursuant to Section
3.05(a)(ii).

         SECTION 3.13. 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. Pursuant to the power of attorney granted in Section 3.01,
the Master Servicer is hereby authorized to transfer the title of any REO
Property taken in the name of the Trustee to a third party purchaser pursuant to
this Section 3.13 without further documentation of its authority as
attorney-in-fact for the Trustee on behalf of the Trust. The Master Servicer, on
behalf of the Trust Fund (and on behalf of the Trustee for the benefit of the
Certificateholders), shall either sell any REO Property before the close of the
third taxable year after the year the Trust Fund acquires ownership of such REO
Property for purposes of Section 860G(a)(8) of the Code or request from the
Internal Revenue Service, no later than 60 days before the day on which the
three-year grace period would otherwise expire, an extension of the three-year
grace period, unless the Master Servicer shall have delivered to the Trustee,
the NIMS Insurer and the Depositor an Opinion of Counsel, addressed to the
Trustee, the NIMS Insurer and the Depositor, to the effect that the holding by
the Trust Fund of such REO Property subsequent to three years after its
acquisition shall not result in the imposition on any Trust REMIC 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 Master Servicer shall manage,
conserve, protect and operate each REO Property for the benefit of the
Certificateholders and 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 Master Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property separate and
apart from its own funds and general assets and shall establish and maintain
with respect to REO Properties an account held in trust for the Trustee for the
benefit of the Certificateholders (the "REO Account"), which shall be an
Eligible Account. The Master Servicer shall be permitted to allow the Collection
Account to serve as the REO Account, subject to separate ledgers for each REO
Property. The Master Servicer shall be entitled to retain or withdraw any
interest income paid on funds deposited in the REO Account.

         (c) The Master Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this Agreement (including
the Loss Mitigation Action Plan), to do any and all things in connection with
any REO Property as are consistent with the manner in which the Master Servicer
manages and operates similar property owned by the Master Servicer or any of its
Affiliates, all on such terms and for such period as the Master Servicer deems
to be in the best interests of Certificateholders and appropriate to effect the
prompt disposition and sale of the REO Property. In connection therewith, the
Master Servicer shall deposit, or cause to be deposited in the clearing account
(which account must be an Eligible Account) in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage loan
servicing activities on a daily basis, and in no event more than one Business
Day after the Master Servicer's receipt thereof, and shall thereafter deposit in
the REO Account, in no event more than two Business Days after the deposit of
such funds into the clearing account, all revenues received 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 Master Servicer shall
advance from its own funds such amount as is necessary for such purposes if, but
only if, the Master Servicer would make such advances if the Master Servicer
owned the REO Property and if in the Master Servicer's judgment, the payment of
such amounts shall be recoverable from the rental or sale of the REO Property.

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

                  (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 shall 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 shall constitute Rents from Real
         Property;

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

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

unless, in any such case, the Master Servicer has obtained an Opinion of
Counsel, provided to the Trustee and the NIMS Insurer, to the effect that such
action shall 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, and (B) the Master Servicer has received written
notice from the Trustee that it has received written consent from the NIMS
Insurer (which consent shall not be unreasonably withheld) that the specific
action may be taken.

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

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

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

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

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

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

         (d) In addition to the withdrawals permitted under Section 3.13(c), the
Master Servicer may from time to time make withdrawals from the REO Account for
any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing Fees in
respect of the related Mortgage Loan; and (ii) to reimburse itself or any
Sub-Servicer for unreimbursed Servicing Advances and Advances made in respect of
such REO Property or the related Mortgage Loan. On the Master Servicer
Remittance Date, the Master Servicer shall withdraw from each REO Account
maintained by it and deposit into the Distribution Account in accordance with
Section 3.04(g)(ii), for distribution on the related Distribution Date in
accordance with Section 4.01, the income from the related REO Property received
during the prior calendar month, net of any withdrawals made pursuant to Section
3.13(c) or this Section 3.13(d).

         (e) Subject to the time constraints set forth in Section 3.13(a)
(including the constraint that the Master Servicer hold and manage each REO
Property "solely for the purpose of its prompt disposition") each REO
disposition shall be carried out by the Master Servicer at such price and upon
such terms and conditions as shall be in conformity with the requirements of the
Loss Mitigation Action Plan and as shall be normal and usual in its general
servicing activities for similar properties.

         (f) The proceeds from the REO Disposition, net of any amount required
by law to be remitted to the Mortgagor under the related Mortgage Loan and net
of any payment or reimbursement to the Master Servicer or any Sub-Servicer as
provided above, shall be deposited in the Distribution Account in accordance
with Section 3.04(g)(ii) on the Master Servicer Remittance Date in the month
following the receipt thereof for distribution on the related Distribution Date
in accordance with Section 4.01. Any REO Disposition shall be for cash only
(unless changes in the REMIC Provisions made subsequent to the Startup Day allow
a sale for other consideration).

         SECTION 3.14. [Reserved].

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

         The Master Servicer shall file information returns with respect to the
receipt of mortgage interest received in a trade or business, reports of
foreclosures and abandonments of any Mortgaged Property and cancellation of
indebtedness income with respect to any Mortgaged Property 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 3.16. Optional Purchase of Defaulted Mortgage Loans.

         (a) (i) The NIMS Insurer may, at its option, purchase a Mortgage Loan
which has become 90 or more days delinquent or for which the Master Servicer has
accepted a deed in lieu of foreclosure. Prior to purchase pursuant to this
Section 3.16(a)(i), the Master Servicer shall be required to continue to make
Advances pursuant to Section 4.03. The NIMS Insurer shall not use any procedure
in selecting Mortgage Loans to be repurchased which is materially adverse to the
interests of the Certificateholders. The NIMS Insurer shall purchase such
delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage
Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16(a)(i)
shall be accomplished by remittance to the Master Servicer for deposit in the
Collection Account of the amount of the Purchase Price. The Trustee shall
effectuate the conveyance of such delinquent Mortgage Loan to the NIMS Insurer
to the extent necessary, as requested, and the Trustee shall promptly deliver
all documentation to the NIMS Insurer.

                  (i) During the first full calendar month (but excluding the
         last Business Day thereof) following a Mortgage Loan or related REO
         Property becoming 90 days or more delinquent, the Master Servicer shall
         have the option, but not the obligation to purchase from the Trust Fund
         any such Mortgage Loan or related REO Property that is then still 90
         days or more delinquent, which the Master Servicer determines in good
         faith shall otherwise become subject to foreclosure proceedings
         (evidence of such determination to be delivered in writing to the
         Trustee prior to purchase), at a price equal to the Purchase Price. The
         Purchase Price for any Mortgage Loan or related REO Property purchased
         hereunder shall be deposited in the Collection Account, and the
         Trustee, upon written certification of such deposit, shall release or
         cause to be released to the Master Servicer the related Mortgage File
         and the Trustee shall execute and deliver such instruments of transfer
         or assignment, in each case without recourse, as the Master Servicer
         shall furnish and as shall be necessary to vest in the Master Servicer
         title to any Mortgage Loan or related REO Property released pursuant
         hereto.

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

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

         (a) Upon the payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full shall be escrowed in
a manner customary for such purposes, the Master Servicer shall promptly notify
the Trustee and any related Custodian by a certification in the form of Exhibit
E or such other form supplied by the Master Servicer provided that it does not
differ from the substantive content 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 3.04(b) have been or shall be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. Upon receipt of such certification and request, the Trustee or
such Custodian, as the case may be, shall promptly release (and in no event more
than three (3) Business Days thereafter) the related Mortgage File to the Master
Servicer. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Collection Account or the
Distribution Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan, including, for this purpose, collection under
any insurance policy relating to the Mortgage Loans, the Trustee and any related
Custodian shall, upon request of the Master Servicer and delivery to the Trustee
or such Custodian, as the case may be, of a Request for Release in the form of
Exhibit E or such other form supplied by the Master Servicer provided that it
does not differ from the substantive content of Exhibit E, release the related
Mortgage File to the Master Servicer, and the Trustee shall, at the direction of
the Master Servicer, execute such documents as shall be necessary to the
prosecution of any such proceedings and the Master Servicer shall retain such
Mortgage File in trust for the benefit of the Certificateholders. Such Request
for Release shall obligate the Master Servicer to return each and every document
previously requested from the Mortgage File to the Trustee or to such Custodian
when the need therefor by the Master Servicer no longer exists, unless the
Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the
Mortgage Loan have been deposited in the Collection Account or the Mortgage File
or such document has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered to
the Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or
that such Mortgage Loan has become an REO Property, upon request, a copy of the
Request for Release shall be released by the Trustee or such Custodian to the
Master Servicer.

         (c) Upon written certification of a Servicing Officer, the Trustee
shall execute and deliver to the Master Servicer any court pleadings, requests
for trustee's sale or other documents reasonably necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Each such certification shall include a request that such pleadings or
documents be executed by the Trustee and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Trustee shall 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.

         (d) The Trustee and the Master Servicer may mutually agree on policies
and procedures (commercially reasonable in nature) to allow the submission of
any and all requests for the release of a Mortgage File electronically with a
digital signature or other identifier to designate the Servicing Officer of the
Master Servicer requesting such collateral.

         SECTION 3.18. Servicing Compensation.

         As compensation for the activities of the Master Servicer hereunder,
the Master Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan payable solely from payments of interest in respect of such
Mortgage Loan, subject to Section 4.03(e). In addition, the Master Servicer
shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds,
Subsequent Recoveries or Liquidation Proceeds to the extent permitted by Section
3.05(a)(ii), out of general funds in the Collection Account to the extent
permitted by Section 3.05(a) and out of amounts derived from the operation and
sale of an REO Property to the extent permitted by Section 3.13. The right to
receive the Servicing Fee may not be transferred in whole or in part except in
connection with the transfer of all of the Master Servicer's responsibilities
and obligations under this Agreement.

         Additional servicing compensation in the form of assumption fees, late
payment charges, insufficient funds fees, reconveyance fees and other similar
fees and charges (other than Prepayment Charges) shall be retained by the Master
Servicer only to the extent such amounts, fees or charges are received by the
Master Servicer. The Master Servicer shall also be entitled pursuant to Section
3.05(a)(vi) to withdraw from the Collection Account, pursuant to Section 3.04(h)
to withdraw from any Escrow Account and pursuant to Section 3.13(b) to withdraw
from any REO Account, as additional servicing compensation, interest or other
income earned on deposits therein, subject to Section 3.06. The Master Servicer
shall be required to pay all expenses incurred by it in connection with its
servicing activities hereunder (including premiums for the insurance required by
Section 3.08, Section 3.09 and Section 3.10, 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 in Section 8.05, the fees and
expenses of the Trustee) and shall not be entitled to reimbursement therefor
except as specifically provided herein.

         SECTION 3.19. Statement as to Compliance.

         The Master Servicer shall deliver to the Trustee, the NIMS Insurer, the
Depositor and each Rating Agency on or before March 15th of each calendar year
commencing in 2007, an Officers' Certificate ("Annual Statement of Compliance")
in a form similar to Exhibit M attached hereto agreeable to the parties hereto,
stating, as to each signatory thereof, that (i) a review of the activities of
the Master Servicer during the preceding calendar year and of performance under
this Agreement or other applicable servicing agreement has been made under such
officers' supervision and (ii) to the best of such officers' knowledge, based on
such review, the Master Servicer has fulfilled all of its obligations under this
Agreement or other applicable servicing agreement in all materal respects
throughout such year, or, if there has been a failure to fulfill any such
obligation in any materal respect, specifying each such failure known to such
officer and the nature and status of cure provisions thereof. Copies of any such
statement shall be provided by the Trustee to any Certificateholder and to any
Person identified to the Trustee as a prospective transferee of a Certificate,
upon the request and at the expense of the requesting party, provided that such
statement is delivered by the Master Servicer to the Trustee. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its use.
In the event that the Master Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans serviced by it to a
Sub-Servicer, the Master 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 Master Servicer.

         If the Master 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 Master Servicer to timely comply with this Section 3.20
shall be deemed an Master 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 Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Masteer
Servicer for the same. This paragraph shall supercede any other provision in
this Agreement or any other agreement to the contrary.

         SECTION 3.20. Assessments of Compliance and Attestation Reports.

         On and after January 1, 2006, each of the Master 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 Master Servicer and the Trustee shall deliver to the
Depositor (and, in the case of the Master 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 Master
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 Master 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 Master 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
Master Servicer or the Trustee;

         (c) An assessment by such officer of the Master 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 Master 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 Master 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 Master 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 Master 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 Master 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 Master Servicer and the Trustee shall furnish to the Depositor (and, in
the case of the Master 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 Master 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 Master Servicer and the Trustee shall cause any servicer,
and each subcontractor determined by the Master 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 Master Servicer, the Trustee) an assessment of compliance and accountants'
attestation.

         If the Master 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 Master 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 Master Servicer to timely comply with this Section 3.21
shall be deemed a Master 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 Master Servicer under this Agreement and in and to
the Mortgage Loans and the proceeds thereof without compensating the Maseter
Servicer for the same. This paragraph shall supercede any other provision in
this Agreement or any other agreement to the contrary.

         SECTION 3.21. Access to Certain Documentation.

         The Master Servicer shall provide to the Office of Thrift Supervision,
the FDIC, and any other federal or state banking or insurance regulatory
authority that may exercise authority over any Certificateholder or Certificate
Owner, access to the documentation regarding the Mortgage Loans required by
applicable laws and regulations. Such access shall be afforded without charge,
but only upon reasonable request and during normal business hours at the offices
of the Master Servicer designated by it. In addition, access to the
documentation regarding the Mortgage Loans shall be provided to any
Certificateholder or Certificate Owner, the Trustee, the NIMS Insurer and to any
Person identified to the Master Servicer as a prospective transferee of a
Certificate, upon reasonable request during normal business hours at the offices
of the Master Servicer designated by it at the expense of the Person requesting
such access. In each case, access to any documentation regarding the Mortgage
Loans may be conditioned upon the requesting party's acknowledgment in writing
of a confidentiality agreement regarding any information that is required to
remain confidential under the Gramm-Leach-Bliley Act of 1999.

         SECTION 3.22. [Reserved].

         SECTION 3.23. Advance Facility.

         (a) The Master Servicer and/or the Trustee on behalf of the Trust Fund,
in either case, with the consent of the NIMS Insurer and the Master Servicer in
the case of the Trustee, is hereby authorized to enter into a facility (an
"Advance Facility") with any Person (an "Advancing Person") (1) under which the
Master Servicer sells, assigns or pledges to the Advancing person the Master
Servicer's rights under this Agreement to be reimbursed for any Advances and/or
Servicing Advances or (2) which provides that the Advancing Person may fund
Advances and/or Servicing Advances to the Trust Fund under this Agreement,
although no such facility shall reduce or otherwise affect the Master Servicer's
obligation to fund such Advances and/or Servicing Advances. If the Master
Servicer enters into such an Advance Facility pursuant to this Section 3.23,
upon reasonable request of the Advancing Person, the Trustee shall execute a
letter of acknowledgment, confirming its receipt of notice of the existence of
such Advance Facility. To the extent that an Advancing Person funds any Advance
or any Servicing Advance or is assigned the right to be reimbursed for any
Advance or Servicing Advance and provides the Trustee with notice acknowledged
by the Master Servicer that such Advancing Person is entitled to reimbursement
directly from the Trustee pursuant to the terms of the Advance Facility, such
Advancing Person shall be entitled to receive reimbursement pursuant to this
Agreement for such amount to the extent provided in Section 3.23(b). Such notice
from the Advancing Person must specify the amount of the reimbursement, the
Section of this Agreement that permits the applicable Advance or Servicing
Advance to be reimbursed and the section(s) of the Advance Facility that entitle
the Advancing Person to request reimbursement from the Trustee, rather than the
Master Servicer, and include the Master Servicer's acknowledgment thereto or
proof of an Event of Default under the Advance Facility. The Trustee shall 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
3.23. An Advancing Person whose obligations hereunder are limited to the funding
of Advances and/or Servicing Advances shall not be required to meet the
qualifications of a Master Servicer or a Sub-Servicer pursuant to Section 6.06
hereof and shall not be deemed to be a Sub-Servicer under this Agreement. If the
terms of a facility proposed to be entered into with an Advancing Person by the
Trust Fund would not materially and adversely affect the interests of any
Certificateholder, then the NIMS Insurer shall not withhold its consent to the
Trust Fund's entering such facility.

         (b) If, pursuant to the terms of the Advance Facility, an Advancing
Person is entitled to reimbursement directly from the Trustee, then the Master
Servicer shall not reimburse itself therefor under Section 3.05(a)(ii), Section
3.05(a)(iii) or Section 3.05(a)(v) prior to the remittance to the Trust Fund,
but instead the Master Servicer shall include such amounts in the applicable
remittance to the Trustee made pursuant to Section 3.04(g) to the extent of
amounts on deposit in the Collection Account on the related Master Servicer
Remittance Date. The Trustee is hereby authorized to pay to the Advancing Person
reimbursements for Advances and Servicing Advances from the Distribution
Account, to the extent permitted under the terms of the Advance Facility, to the
same extent the Master Servicer would have been permitted to reimburse itself
for such Advances and/or Servicing Advances in accordance with Section
3.05(a)(ii), Section 3.05(a)(iii) or Section 3.05(a)(v), as the case may be, had
the Master Servicer itself funded such Advance or Servicing Advance. The Trustee
is hereby authorized to pay directly to the Advancing Person such portion of the
Servicing Fee as the parties to any Advance Facility agree to in writing
delivered to the Trustee. An Advance Facility may provide that the Master
Servicer will otherwise cause the remittance of Advance and/or Servicing Advance
reimbursement amounts to the Advancing Person, in which case the foregoing
sentences in this Section 3.23(b) shall not apply.

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

         (d) In the event the Master Servicer is terminated pursuant to Section
7.01, the Advancing Person shall succeed to the terminated Master Servicer's
right of reimbursement set forth in Section 7.02(c) to the extent of such
Advancing Person's financing of or receipt of assignment or pledge of the right
to be reimbursed for Advances or Servicing Advances hereunder then remaining
unreimbursed.

         (e) None of the Trust Fund, any party to this Agreement or any other
Person shall have any right or claim (including without limitation any right of
offset or recoupment) to any amounts allocable under this Agreement to the
reimbursement of Advances or Servicing Advances that have been assigned,
conveyed or pledged to an Advancing Person, or that relate to Advances or
Servicing Advances that were funded by an Advancing Person.

         (f) Any amendment to this Section 3.23 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 3.23, including
amendments to add provisions relating to a successor master servicer, may be
entered into by the Trustee and the Master Servicer without the consent of any
Certificateholder but with the consent of the NIMS Insurer and written
confirmation from each Rating Agency that the amendment shall not result in the
reduction or withdrawal of the then-current ratings of any outstanding Class of
Certificates or any other notes secured by collateral which includes all or a
portion of the Class CE Certificates, the Class P Certificates and/or the
Residual Certificates, notwithstanding anything to the contrary in this
Agreement.


<PAGE>

                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01. Distributions.

         (a) 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 and distributed to the holders of the Class R
Certificates (in respect of the Class R-I Interest), as the case may be:

         With respect to the Group I Mortgage Loans:

                  (1) to Holders of REMIC I Regular Interest I, and each of
         REMIC I Regular Interest I-1-A through I-52-B, PRO RATA, in an amount
         equal to (A) Uncertificated Interest for such REMIC I Regular Interests
         for such Distribution Date, plus (B) any amounts payable in respect
         thereof remaining unpaid from previous Distribution Dates.

                  (2) to the extent of amounts remaining after the distributions
         made pursuant to clause (i) above, payments of principal shall be
         allocated as follows: first, to REMIC I Regular Interest I, then to
         REMIC I Regular interests I-1-A through I-52-B starting with the lowest
         numerical denomination until the Uncertificated Balance of each such
         REMIC I Regular Interest is reduced to zero, provided that, for REMIC I
         Regular Interests with the same numerical denomination, such payments
         of principal shall be allocated PRO RATA between such REMIC I Regular
         Interests, and second, to the extent of the product of (a) any
         Overcollateralization Reduction Amounts multiplied by (b) a fraction,
         the numerator of which is the aggregate Scheduled Principal Balance of
         the Group I Mortgage Loans and the denominator of which is the
         aggregate Scheduled Principal Balance of the Mortgage Loans, to REMIC I
         Regular Interest I until the Uncertificated Balance of such REMIC I
         Regular Interest is reduced to zero; and

                  (3) to the Holders of REMIC I Regular Interest I-52-B, (A) all
         amounts representing Prepayment Charges in respect of the Group I
         Mortgage Loans received during the related Prepayment Period and (B) on
         the Distribution Date immediately following the expiration of the
         latest Prepayment Charge as identified on the Prepayment Charge
         Schedule or any Distribution Date thereafter until $100 has been
         distributed pursuant to this clause. The payment of the foregoing
         amounts to the Holders of REMIC I Regular Interest I-52-B shall not
         reduce the Uncertificated Balance thereof.

         With respect to the Group II Mortgage Loans:

                  (1) to Holders of REMIC I Regular Interest II and each of
         REMIC I Regular Interest II-1-A through II-52-B, PRO RATA, in an amount
         equal to (A) Uncertificated Interest for such REMIC I Regular Interests
         for such Distribution Date, plus (B) any amounts payable in respect
         thereof remaining unpaid from previous Distribution Dates.

                  to the extent of amounts remaining after the distributions
         made pursuant to clause (i) above, payments of principal shall be
         allocated as follows: first, to REMIC I Regular Interest II, then to
         REMIC I Regular Interest II-1-A through II-52-B starting with the
         lowest numerical denomination until the Uncertificated Balance of each
         such REMIC I Regular Interest is reduced to zero, provided that, for
         REMIC I Regular Interests with the same numerical denomination, such
         payments of principal shall be allocated PRO RATA between such REMIC I
         Regular Interests, and second, to the extent of the product of (a) any
         Overcollateralization Reduction Amounts multiplied by (b) a fraction,
         the numerator of which is the aggregate Scheduled Principal Balance of
         the Group I Mortgage Loans and the denominator of which is the
         aggregate Scheduled Principal Balance of the Mortgage Loans, to REMIC I
         Regular Interest I until the Uncertificated Balance of such REMIC I
         Regular Interest is reduced to zero.

         On each Distribution Date, all amounts representing Prepayment Charges
in respect of the Group II Mortgage Loans received during the related Prepayment
Period shall be distributed by REMIC I to the Holders of REMIC I Regular
Interest II-52-B. The payment of the foregoing amounts to the Holders of REMIC I
Regular Interest II-52-B shall not reduce the Uncertificated Balance thereof.

         (b) 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 II Regular Interests and distributed to the Holders of the Class R
Certificates (in respect of the Class R-II Interest), as the case may be:

                  (ii) first, to the Holders of REMIC II Regular Interest II-IO,
         in an amount equal to (A) Uncertificated Interest for such REMIC II
         Regular Interest for such Distribution Date, plus (B) any amounts in
         respect thereof remaining unpaid from previous Distribution Dates and
         second, to the extent of the REMIC II Marker Allocation Percentage of
         the Available Funds remaining after the distributions pursuant to
         clause (i), to the Holders of REMIC II Regular Interest II-LTAA, REMIC
         II Regular Interest II-LTA1, REMIC II Regular Interest II-LTA2A, REMIC
         II Regular Interest II-LTA2B, REMIC II Regular Interest II-LTA2C, REMIC
         II Regular Interest II-LTA2D, REMIC II Regular Interest II-LTM1, REMIC
         II Regular Interest II-LTM2, REMIC II Regular Interest II-LTM3, REMIC
         II Regular Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC
         II Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7, REMIC
         II Regular Interest II-LTM8, REMIC II Regular Interest II-LTM9, REMIC
         II Regular Interest II-LTM10, REMIC II Regular Interest II-LTZZ, 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. Amounts payable as
         Uncertificated Interest in respect of REMIC II Regular Interest II-LTZZ
         shall be reduced and deferred when the REMIC II Overcollateralized
         Amount is less than the REMIC II Overcollateralization Target Amount,
         by the lesser of (x) the amount of such difference and (y) the Maximum
         II-LTZZ Uncertificated Interest Deferral Amount and such amount shall
         be payable to the Holders of REMIC II Regular Interest II-LTA1, REMIC
         II Regular Interest II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC
         II Regular Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC
         II Regular Interest II-LTM1, REMIC II Regular Interest II-LTM2, REMIC
         II Regular Interest II-LTM3, REMIC II Regular Interest II-LTM4, REMIC
         II Regular Interest II-LTM5, REMIC II Regular Interest II-LTM6, REMIC
         II Regular Interest II-LTM7, REMIC II Regular Interest II-LTM8, REMIC
         II Regular Interest II-LTM9 and REMIC II Regular Interest II-LTM10 in
         the same proportion as the Overcollateralization Increase Amount is
         allocated to the Corresponding Certificates and the Uncertificated
         Principal Balance of the REMIC II Regular Interest II-LTZZ shall be
         increased by such amount;

                  (iii) to the extent of the REMIC II Sub WAC Allocation
         Percentage of the Interest Funds remaining after the distribution
         pursuant to clause (i)(A) and (B), to the Holders of REMIC II Regular
         Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II
         Regular Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP and
         REMIC II Regular Interest II-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;

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

                           (a) [_]% of such remainder (other than amounts
                  payable under clause (c) below), to the Holders of REMIC II
                  Regular Interest II-LTAA and REMIC II Regular Interest II-LTP,
                  until the Uncertificated Balance of such REMIC II Regular
                  Interest is reduced to zero, provided, however, that REMIC II
                  Regular Interest II-LTP shall not be reduced until the
                  Distribution Date immediately following the expiration of the
                  latest Prepayment Charge as identified on the Prepayment
                  Charge Schedule or any Distribution Date thereafter, at which
                  point such amount shall be distributed to REMIC II Regular
                  Interest II-LTP, until $100 has been distributed pursuant to
                  this clause;

                           (b) [_]% of such remainder (other than amounts
                  payable under clause (c) below) first, to the Holders of REMIC
                  II Regular Interest II-LTA1, REMIC II Regular Interest
                  II-LTA2A, REMIC II Regular Interest II-LTA2B, REMIC II Regular
                  Interest II-LTA2C, REMIC II Regular Interest II-LTA2D, REMIC
                  II Regular Interest II-LTM1, REMIC II Regular Interest
                  II-LTM2, REMIC II Regular Interest II-LTM3, REMIC II Regular
                  Interest II-LTM4, REMIC II Regular Interest II-LTM5, REMIC II
                  Regular Interest II-LTM6, REMIC II Regular Interest II-LTM7,
                  REMIC II Regular Interest II-LTM8, REMIC II Regular Interest
                  II-LTM9 and REMIC II Regular Interest II-LTM10, [_]% and in
                  the same proportion as principal payments are allocated to the
                  Corresponding Certificates, until the Uncertificated Balances
                  of such REMIC II Regular Interests are reduced to zero and
                  second, to the Holders of REMIC II Regular Interest II-LTZZ,
                  until the Uncertificated Balance of such REMIC II Regular
                  Interest is reduced to zero; and

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

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

                  (v) to the Holders of REMIC II Regular Interests, in an amount
         equal to the remainder of the REMIC II Sub WAC Allocation Percentage of
         the REMIC Available Funds for such Distribution Date after the
         distributions made pursuant to clause (i) and (ii) above such that
         distributions of interest are deemed to be made to REMIC II Regular
         Interest II-LT1SUB, REMIC II Regular Interest II-LT1GRP, REMIC II
         Regular Interest II-LT2SUB, REMIC II Regular Interest II-LT2GRP and
         REMIC II Regular Interest II-LTXX, pro rata, in an amount equal to (A)
         the Uncertificated Interest for each such REMIC II Regular Interest for
         such Distribution Date, plus (B) any amounts in respect thereof
         remaining unpaid from previous Distribution Dates and such that
         distributions of principal shall be deemed to be made to the REMIC II
         Regular Interests FIRST, so as to keep the Uncertificated Balance of
         each REMIC II 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 II Regular Interest
         ending with the designation "SUB," so that the Uncertificated Balance
         of each such REMIC II 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 II Regular Interests such that the REMIC II Subordinated
         Balance Ratio is maintained); and THIRD, any remaining principal to
         REMIC II Regular Interest II-LTXX.

         Notwithstanding the priorities and amounts of distribution of funds
pursuant to this Section 4.01(a)(1), actual distributions of Available Funds
shall be made only in accordance with Section 4.01(a)(2), (3) and (4).

         On each Distribution Date, 100% of the amounts distributed on REMIC II
Regular Interest II-IO shall be deemed distributed by REMIC II to REMIC III in
respect of the Class SWAP-IO Interest. On each Distribution Date, 100% of the
amounts deemed distributed on the Class SWAP-IO Interest shall be deemed
distributed by REMIC III to REMIC VI in respect of REMIC VI Regular Interest
SWAP-IO. Such amounts shall be deemed distributed by REMIC III to the Swap
Administrator for deposit into the Swap Account.

         (2)(I) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group I Interest Remittance Amount
and distribute to the Certificateholders the following amounts, 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)(2)(II)(i) below.

         (II) On each Distribution Date, the Trustee shall withdraw from the
Distribution Account an amount equal to the Group II Interest Remittance Amount
and distribute to the Certificateholders the following amounts, 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 for such Class remaining undistributed
         after the distribution of the Group I Interest Remittance Amount as set
         forth in Section 4.01(a)(2)(I)(i) above.

         (III) On each Distribution Date, following the distributions made
pursuant to Section 4.01(a)(2)(I) and (II) above, the Trustee shall withdraw
from the Distribution Account an amount equal to any remaining Group I Interest
Remittance Amount and Group II Interest Remittance Amount and distribute such
amount 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 and Class M-10 Certificates, in
that order, in an amount equal to the Interest Distribution Amount for each such
Class.

         (3) (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)(5) below), after taking into account the distribution
         of the Group II Principal Distribution Amount as described in Section
         4.01(a)(3)(II) 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)(5) 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)(3)(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 Trustee shall withdraw from the
Distribution Account an amount equal to the sum of the Group I Principal
Distribution Amount and the Group II Principal Distribution Amount remaining
undistributed for such Distribution Date and shall distribute such amount
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 and Class M-10 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 Senior
         Group I 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)(5) below), after taking into account the distribution
         of the Group II Principal Distribution Amount as described in Section
         4.01(a)(3)(V)(i) below, up to an amount equal to the Senior Group II
         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)(5) below), the Senior Group II 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)(3)(IV)(i) above, up to an amount
         equal to the Senior Group I 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; and

                  (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.

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

                  (i) to the Holders of the Class or Classes of Certificates
         then entitled to receive distributions in respect of principal, in an
         amount equal to the Overcollateralization Increase Amount, applied as
         part of the Group I Principal Distribution Amount or the Group II
         Principal Distribution Amount, as applicable, to reduce the Certificate
         Principal Balance of such Certificates until the aggregate Certificate
         Principal Balance of such Certificates is reduced to zero;

                  (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 and Class M-10 Certificates, in that order, in each case up to the
         Interest Carry Forward Amount for each such Class of Mezzanine
         Certificates for such Distribution Date;

                  (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 and Class M-10 Certificates, in that order, in each case up
         to the Allocated Realized Loss Amount for each such Class of Mezzanine
         Certificates for such Distribution Date;

                  (iv) to the Net WAC Rate Carryover Reserve Account, the amount
         required by Section 4.11(b), without taking into account amounts
         received under the Interest Rate Swap Agreement;

                  (v) to the Interest Rate Swap Provider, any Swap Termination
         Payment due to a Swap Provider Trigger Event, owed to the Interest Rate
         Swap Provider pursuant to the Interest Rate Swap Agreement;

                  (vi) 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 Certificate Principal Balances of the Class A Certificates
         and the Mezzanine 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

                  (vii) 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 as identified on the Mortgage Loan Schedule or
         any Distribution Date thereafter, then any such remaining amounts shall
         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.

         (5) 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 their respective
Certificate Principal Balances have been reduced to zero.

         Notwithstanding the foregoing, if the aggregate Certificate Principal
Balance of the Group II Certificates exceeds the aggregate principal balance of
the Group II Mortgage Loans, principal distributions to the classes of Group II
Certificates will be allocated concurrently, on a pro rata basis.

         On each Distribution Date, following the foregoing distributions, an
amount equal to the amount of Subsequent Recoveries deposited into the
Collection Account pursuant to Section 3.05 and included in the Available Funds
for such Distribution Date 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, and so on. Holders of such Certificates
shall 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) On each Distribution Date, after making the distributions of the
Available Funds as set forth above, the Trustee shall FIRST, withdraw from the
Net WAC Rate Carryover Reserve Account all net income from the investment of
funds in the Net WAC Rate Carryover Reserve Account and distribute such amount
to the Holders of the Class CE Certificates, and SECOND, withdraw from the Net
WAC Rate Carryover Reserve Account, to the extent of amounts remaining on
deposit therein, the amount of any Net WAC Rate Carryover Amount for such
Distribution Date and distribute such amount as follows:

         FIRST, concurrently, to each Class of Class A Certificates, the related
Net WAC Rate Carryover Amount, on a PRO RATA basis based on such respective Net
WAC Rate Carryover Amounts; and

         SECOND, 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 and Class M-10
Certificates, in that order, the related Net WAC Rate Carryover Amount.

         On each Distribution Date, the Trustee shall withdraw any amounts then
on deposit in the Distribution Account that represent Prepayment Charges
collected by the Master Servicer, Prepayment Charges payable by the Master
Servicer pursuant to Section 2.03(b)(ii)(A) and Master Servicer Prepayment
Charge Payment Amounts payable by the Master Servicer pursuant to Section
2.03(b)(ii)(B), subject to Section 2.03(b)(iii), in each case to the extent not
related to Principal Prepayments occurring after the related Prepayment Period,
and the Trustee 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.

         (d) 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
shall be made to the Holders of the respective Class of record on the related
Record Date (except as otherwise provided in Section 4.01(g) 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 Trustee in writing at least five Business Days
prior to the Record Date immediately prior to such Distribution Date, or
otherwise by check mailed by first class mail to the address of such Holder
appearing in the Certificate Register. The final distribution on each
Certificate shall be made in like manner, but only upon presentment and
surrender of such Certificate at the office of the Trustee maintained for such
purpose pursuant to Section 8.12 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
Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.

         (e) 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. Neither the Holders of
any Class of Certificates nor the Trustee nor the Master Servicer shall in any
way be responsible or liable to the Holders of any other Class of Certificates
in respect of amounts properly previously distributed on the Certificates.

         (f) On each Distribution Date, after making the distributions of the
Available Funds, Net Monthly Excess Cashflow and amounts on deposit in the Net
WAC Rate Carryover Reserve Account as set forth above, the Trustee shall
distribute the amount on deposit in the Swap Account as follows:

         FIRST, to the Interest Rate Swap Provider, any Net Swap Payment owed to
the Interest Rate Swap Provider pursuant to the Interest Rate Swap Agreement for
such Distribution Date;

         SECOND, to the Interest Rate Swap Provider, any Swap Termination
Payment owed to the Interest Rate Swap Provider not due to a Swap Provider
Trigger Event pursuant to the Interest Rate Swap Agreement;

         THIRD, 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;

         FOURTH, 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 and Class M-10
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;

         FIFTH, 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;

         SIXTH, 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 and Class M-10
Certificates, in that order, the related Net WAC Rate Carryover Amount remaining
unpaid after distributions from the Net WAC Rate Carryover Reserve Account;

         SEVENTH, to the Holders of the Class or Classes of Certificates then
entitled to receive distributions in respect of principal, in an amount
necessary to maintain the applicable Overcollateralization Target Amount equal
to the difference between (x) the Overcollateralization Increase Amount (for the
purpose of this section only, without giving effect to clause (B) of the
definition of "Overcollateralization Increase Amount") and (y) the amount
distributed pursuant to Section 4.01(a)(4)(i) of this Agreement; and

         EIGHTH, 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 and Class M-10
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.

         (g) Except as otherwise provided in Section 9.01, whenever the Trustee
expects that the final distribution with respect to any Class of Certificates
shall be made on the next Distribution Date, the Trustee shall, no later than
five (5) days after the related Determination Date, mail to each Holder on such
date of such Class of Certificates a notice to the effect that:

                  (i) the Trustee expects that the final distribution with
         respect to such Class of Certificates shall be made on such
         Distribution Date, but only upon presentation and surrender of such
         Certificates at the office of the Trustee therein specified or its
         agent; and

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

         Any funds not distributed to any Holder or Holders of Certificates of
such Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust by the Trustee 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(g) shall not have been surrendered for
cancellation within six months after the time specified in such notice, the
Trustee 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 Trustee shall, directly or through an agent, mail a final
notice to remaining non-tendering Certificateholders concerning surrender of
their Certificates but 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 Trustee shall pay to the Underwriters all remaining 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 Trustee as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 4.01(g).

         (h) 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 both
(a) allocated to such Certificate in respect of Realized Losses pursuant to
Section 4.04 and (b) distributed to the Holder of such Certificate in reduction
of the Certificate Principal Balance thereof pursuant to this Section 4.01 from
Net Monthly Excess Cashflow 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.

         (i) It is the intention of all of the parties hereto that the Class CE
Certificates receive all principal and interest received by the Trust on the
Mortgage Loans that is not otherwise distributable to any other Class of Regular
Certificates or REMIC Regular Interests. If the Trustee determines that the
Residual Certificates are entitled to any distributions, the Trustee, prior to
any such distribution to any Residual Certificate, shall notify the Depositor of
such impending distribution. Upon such notification, the Depositor will request
an amendment to the Pooling and Servicing Agreement to revise such mistake in
the distribution provisions. The Residual Certificate Holders, by their
acceptance of their Certificates, and the Master Servicer hereby agree and no
further consent shall be necessary (other than the consent of the NIMS Insurer),
notwithstanding anything to the contrary in Section 11.01 of the Pooling and
Servicing Agreement.

         SECTION 4.02. Statements to Certificateholders.

         On each Distribution Date, the Trustee shall prepare and make available
to each Holder of the Regular Certificates, the Interest Rate Swap Provider and
the NIMS Insurer, a statement as to the distributions made on such Distribution
Date setting forth:

                  (i) All amounts received on the Mortgage Loans during the
         related Due Period and Prepayment Period;

                  (ii) the amount of the distribution made on such Distribution
         Date to the Holders of the Certificates of each Class allocable to
         principal, the amount of distribution made on such Distribution Date to
         the Holders of the Class P Certificates allocable to Prepayment Charges
         or Master Servicer Prepayment Charge Payment Amounts and the
         Certificate Principal Balances of the Regular Certificates before and
         after any distributions of principal;

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

                  (iv) the aggregate Servicing Fee received by the Master
         Servicer during the related Due Period and such other customary
         information as the Trustee deems necessary or desirable, or which a
         Certificateholder reasonably requests, to enable Certificateholders to
         prepare their tax returns;

                  (v) the aggregate amount of Advances for such Distribution
         Date;

                  (vi) the aggregate amount of Advances reimbursed to the Master
         Servicer;

                  (vii) the amont on deposit in the Collection Account,
         Distribution Account and the Swap Account;

                  (viii) the aggregate Stated Principal Balance of the Mortgage
         Loans and any REO Properties as of the close of business on such
         Distribution Date and the previous Distribtuion Date and the weighted
         average term to maturity and the weighted average mortgage rate of the
         Mortgage Loans;

                  (ix) the number, aggregate Stated Principal Balance, weighted
         average remaining term to maturity and weighted average Mortgage Rate
         of the Mortgage Loans as of the related Due Date;

                  (x) the number and aggregate unpaid Stated Principal Balance
         of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 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;

                  (xi) 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 Stated Principal Balance and the Stated
         Principal Balance of such Mortgage Loan as of the date it became an REO
         Property;

                  (xii) 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;

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

                  (xiv) 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
         and the aggregate amount of Realized Losses incurred since the Closing
         Date and the aggregate amount of Subsequent Recoveries received during
         the related Prepayment Period and the aggregate amount of Subsequent
         Recoveries received since the Closing Date;

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

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

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

                  (xviii) the Interest Distribution Amount in respect of the
         Class A Certificates, the Mezzanine Certificates and the Class CE
         Certificates for such Distribution Date and the Interest Carry Forward
         Amount, if any, with respect to the Class A Certificates and the
         Mezzanine Certificates on such Distribution Date, and in the case of
         the Adjustable-Rate Certificates and the Class CE Certificates,
         separately identifying any reduction thereof due to allocations of
         Realized Losses, Prepayment Interest Shortfalls and Relief Act Interest
         Shortfalls;

                  (xix) the aggregate amount of any Prepayment Interest
         Shortfall for such Distribution Date, to the extent not covered by
         payments by the Master Servicer pursuant to Section 4.03(e) or
         allocated to the Class CE Certificates;

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

                  (xxi) the Overcollateralization Target Amount and the Credit
         Enhancement Percentage for such Distribution Date;

                  (xxii) the Overcollateralization Increase Amount, if any, for
         such Distribution Date;

                  (xxiii) the Overcollateralization Reduction Amount, if any,
         for such Distribution Date;

                  (xxiv) with respect to any Mortgage Loan as to which
         foreclosure proceedings have been concluded, the loan number and unpaid
         Stated Principal Balance of such Mortgage Loan as of the date of such
         conclusion of foreclosure proceedings;

                  (xxv) with respect to Mortgage Loans as to which a Final
         Liquidation has occurred, the number of Mortgage Loans, the unpaid
         Stated 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;

                  (xxvi) the respective Pass-Through Rates applicable to the
         Class A Certificates, the Mezzanine Certificates and the Class CE
         Certificates for such Distribution Date and the Pass-Through Rate
         applicable to the Adjustable-Rate Certificates for the immediately
         succeeding Distribution Date;

                  (xxvii) the amount on deposit in the Net WAC Rate Carryover
         Reserve Account as of the Determination Date;

                  (xxviii) whether a Trigger Event is in effect;

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

                  (xxx) the amount of any Net Swap Payments or Swap Termination
         Payments;

                  (xxxi) [INSERT ADDITIONAL REPORTS FOR OTHER FORMS OF CREDIT
         SUPPORT AS APPLICABLE];

                  (xxxii) ;whether there have been any material breaches of
         representations or warranties regarding the Mortgage Loans;

                  (xxxiii) the number of Mortgage Loans that have been modified;
         and

                  (xxxiv) [INSERT PREFUNDING REPORTS IF APPLICABLE].

         With respect to the items described in (vi), (vii), (viii), (ix), (xi),
(xii) and (xxiii) above, the Trustee shall set forth such information with
respect to each Loan Group and with respect to the Mortgage Pool.

         The Trustee shall make such statement (and, at its option, any
additional files containing the same information in an alternative format)
available each month to the Certificateholders, the NIMS Insurer, the Master
Servicer and the Rating Agencies via the Trustee's internet website. The
Trustee's internet website shall initially be located at
https://www.tss.db.com/invr. Assistance in using the website can be obtained by
calling the Trustee's investor relations desk at (800) 735-7777. Parties that
are unable to use the above distribution options are entitled to have a paper
copy mailed to them via first class mail by calling the investor relations desk
and indicating such. The Trustee shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Trustee shall provide timely
and adequate notification to all above parties regarding any such changes.

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

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

         The Trustee shall, upon request, furnish to each Certificateholder or
Certificate Owner and the NIMS Insurer, 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
Certificate Owner, or otherwise with respect to the purposes of this Agreement,
all such reports or information to be provided at the expense of the
Certificateholder or Certificate Owner in accordance with such reasonable and
explicit instructions and directions as the Certificateholder or Certificate
Owner may provide. For purposes of this Section 4.02, the Trustee's duties are
limited to the extent that the Trustee receives timely reports as required from
the Master Servicer.

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

         SECTION 4.03. Remittance Reports and Other Reports to the Trustee;
Advances; Payments in Respect of Prepayment Interest Shortfalls.

         (a) On the Master Servicer Reporting Date, the Master Servicer shall
deliver to the Trustee and the NIMS Insurer by telecopy (or by such other means
as the Master Servicer, the Trustee and the NIMS Insurer may agree from time to
time) a Remittance Report with respect to the related Distribution Date. Such
Remittance Report shall include (i) the amount of Advances to be made by the
Master Servicer in respect of the related Distribution Date, the aggregate
amount of Advances outstanding after giving effect to such Advances, and the
aggregate amount of Nonrecoverable Advances in respect of such Distribution Date
and (ii) such other information with respect to the Mortgage Loans as the
Trustee may reasonably require to perform the calculations necessary to make the
distributions contemplated by Section 4.01 and to prepare the statements to
Certificateholders contemplated by Section 4.02. The Trustee shall not be
responsible to recompute, recalculate or verify any information provided to it
by the Master Servicer.

         Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee, the NIMS Insurer and the Depositor a
statement prepared by the Master Servicer setting forth the status of the
Collection Account as of the close of business on 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 3.04(b) and each category of withdrawal specified
in Section 3.05. 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 Stated 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
Trustee to any Certificateholder and to any Person identified to the Trustee as
a prospective transferee of a Certificate, upon request at the expense of the
requesting party, provided such statement is delivered by the Master Servicer to
the Trustee.

         (b) The amount of Advances to be made by the Master Servicer for any
Distribution Date shall equal, subject to Section 4.03(d), the sum of (i) the
aggregate amount of Monthly Payments (with each interest portion thereof net of
the related Servicing Fee), due on the related Due Date in respect of the
Mortgage Loans, which Monthly Payments were delinquent as of the close of
business on the related Determination Date and (ii) with respect to each REO
Property, which REO Property was acquired during or prior to the related
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 excess, if
any, of 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, over the net income from such REO
Property transferred to the Distribution Account pursuant to Section 3.13 for
distribution on such Distribution Date.

         On or before 3:00 p.m. New York time on the Master Servicer Remittance
Date, the Master Servicer shall remit in immediately available funds to the
Trustee for deposit in the Distribution Account an amount equal to the aggregate
amount of Advances, if any, to be made in respect of the Mortgage Loans and REO
Properties for the related Distribution Date either (i) from its own funds or
(ii) from the Collection Account, to the extent of funds held therein for future
distribution (in which case, it shall cause to be made an appropriate entry in
the records of the Collection Account that amounts held for future distribution
have been, as permitted by this Section 4.03, used by the Master Servicer in
discharge of any such Advance) or (iii) in the form of any combination of (i)
and (ii) aggregating the total amount of Advances to be made by the Master
Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held
for future distribution used by the Master Servicer to make an Advance as
permitted in the preceding sentence or withdrawn by the Master Servicer as
permitted in Section 3.05(a)(vii) in reimbursement of Advances previously made
shall be appropriately reflected in the Master Servicer's records and replaced
by the Master Servicer by deposit in the Collection Account on or before any
future Master Servicer Remittance Date to the extent that the Available Funds
for the related Distribution Date (determined without regard to Advances to be
made on the Master Servicer Remittance Date) shall be less than the total amount
that would be distributed to the Classes of Certificateholders pursuant to
Section 4.01 on such Distribution Date if such amounts held for future
distributions had not been so used to make Advances. The Trustee shall provide
notice to the Master Servicer and the NIMS Insurer by telecopy by the close of
business on any Master Servicer Remittance Date in the event that the amount
remitted by the Master Servicer to the Trustee on such date is less than the
Advances required to be made by the Master Servicer for the related Distribution
Date.

         (c) The obligation of the Master Servicer to make such Advances is
mandatory, notwithstanding any other provision of this Agreement but subject to
(d) below, and, with respect to any Mortgage Loan 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 Advance or
Servicing Advance shall be required to be made hereunder by the Master Servicer
if such Advance or Servicing Advance would, if made, constitute a Nonrecoverable
Advance or Nonrecoverable Servicing Advance. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or a Nonrecoverable Servicing
Advance or that any proposed Advance or Servicing Advance, if made, would
constitute a Nonrecoverable Advance or Nonrecoverable Servicing Advance,
respectively, shall be evidenced by an Officers' Certificate of the Master
Servicer delivered to the Trustee and the NIMS Insurer.

         (e) The Master Servicer shall deliver to the Trustee for deposit into
the Distribution Account on or before 3:00 p.m. New York time on the Master
Servicer Remittance Date from its own funds an amount ("Compensating Interest")
equal to the lesser of (i) the aggregate of the Prepayment Interest Shortfalls
for the related Distribution Date resulting solely from Principal Prepayments
during the related Prepayment Period and (ii) the amount of its aggregate
Servicing Fee for the most recently ended calendar month. The Master Servicer
shall not have the right to reimbursement for any amounts remitted to the
Trustee in respect of Prepayment Interest Shortfalls. Such amounts so remitted
shall be included in the Available Funds and distributed therewith on the next
Distribution Date. The Master Servicer shall not be obligated to pay any amounts
with respect to Relief Act Interest Shortfalls.

         (f) At the request of a Holder of a Class CE, Class P or Residual
Certificate, the Master Servicer shall forward to such Holder any statements or
reports provided to the Trustee by the Master Servicer pursuant to this Section
4.03 and other loan level information relating to the Mortgage Loans as
reasonably requested by such Holder, provided, that such requesting Holder (i)
is not an Underwriter or an Affiliate of an Underwriter (as certified by such
requesting Holder), (ii) enters into an agreement with the Master Servicer, at
the satisfaction of the Master Servicer, regarding certain procedures with
respect to the release of such information and (iii) agrees to cover all
expenses in connection with such request.

         SECTION 4.04. Allocation of Realized Losses.

         (a) On or before each Determination Date, the Master Servicer shall
determine as to each Mortgage Loan and REO Property: (i) the total amount of
Realized Losses, if any, incurred in connection with any Final Recovery
Determinations made during the related Prepayment Period; (ii) whether and the
extent to which such Realized Losses constituted Bankruptcy Losses; and (iii)
the respective portions of such Realized Losses allocable to interest and
allocable to principal. On or before each Determination Date, the Master
Servicer shall also determine as to each Mortgage Loan: (A) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Prepayment Period; and (B) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Due Period. The information described
in the two preceding sentences that is to be supplied by the Master Servicer
shall be evidenced by an Officers' Certificate delivered to the Trustee by the
Master Servicer on the Master Servicer Reporting 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
Trustee on each Distribution Date as follows: FIRST, in reduction of interest
accrued on and otherwise distributable to the Class CE Certificates to the
extent of Net Monthly Excess Cashflow used to pay principal on the Class A
Certificates and the Mezzanine Certificates under clause (i) of Section 4.01
hereof; SECOND, in reduction of interest accrued on and otherwise distributable
to the Class CE Certificates to the extent of Net Monthly Excess Cashflow
available for distribution pursuant to clauses (ii) through (vi) of Section
4.01(a)(4) hereof; and THIRD, in reduction of the Certificate Principal Balance
of the Class CE Certificates (determined after taking into account all
distributions made on the Certificates on such Distribution Date), until the
Certificate Principal Balance thereof has been reduced to zero. If on any
Distribution Date, after all distributions are made by the Trustee pursuant to
Section 4.01 hereof, the aggregate Certificate Principal Balance of the Class A
Certificates, the Mezzanine Certificates and the Class P Certificates exceeds
the sum of the Stated Principal Balance of the Mortgage Loans as of the last day
of the related Due Period (after taking into account prepayments during the
related Prepayment Period), the amount of such excess shall be allocated,
sequentially, to the Class M-10, Class M-9, Class M-8, Class M-7, Class M-6,
Class M-5, Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that
order, in each case 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.

         Any such allocation to a Class of Mezzanine Certificates on any
Distribution Date shall be made by reducing the Certificate Principal Balance
thereof (after the actual distributions to be made on such Distribution Date
pursuant to Section 4.01 hereof) by the amount so allocated; any allocation of
Realized Losses to a Class CE Certificate shall be made by reducing the amount
otherwise payable in respect thereof pursuant to Section 4.01(a)(4)(v). No
allocations of any Realized Losses shall be made to the Certificate Principal
Balances of the Class A Certificates or the Class P Certificates.

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

         (c)(i) All Realized Losses on the Group I Loans shall be allocated on
each Distribution Date first, to REMIC I Regular Interest I until the
Uncertificated Balance of such REMIC I Regular Interest has been reduced to zero
and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
I-52-B, starting with the lowest numerical denomination until such REMIC I
Regular Interest has been reduced to zero, provided that, for REMIC I Regular
Interests with the same numerical denomination, such Realized Losses shall be
allocated PRO RATA between such REMIC I Regular Interests. All Realized Losses
on the Group II Loans shall be allocated on each Distribution Date first, to
REMIC I Regular Interest II until the Uncertificated Balance of such REMIC I
Regular Interest has been reduced to zero and second, to REMIC I Regular
Interest II-1-A through REMIC I Regular Interest II-52-B, starting with the
lowest numerical denomination until such REMIC I Regular Interest has been
reduced to zero, provided that, for REMIC I Regular Interests with the same
numerical denomination, such Realized Losses shall be allocated PRO RATA between
such REMIC I Regular Interests.

         (c)(ii) The REMIC II Marker Allocation Percentage of all Realized
Losses on the Mortgage Loans shall be allocated by the Trustee on each
Distribution Date to the following REMIC II Regular Interests in the specified
percentages, as follows: first, to Uncertificated Interest payable to the REMIC
II Regular Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an
aggregate amount equal to the REMIC II Interest Loss Allocation Amount, 98% and
2%, respectively; second, to the Uncertificated Balances of the REMIC II Regular
Interest II-LTAA and REMIC II Regular Interest II-LTZZ up to an aggregate amount
equal to the REMIC II Principal Loss Allocation Amount, 98% and 2%,
respectively; third, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM10 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM10 has been reduced to zero; fourth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM9 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM9 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM8 and REMIC II
Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM8 has been reduced to zero; sixth, to
the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM7 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM7 has been reduced to zero; seventh, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM6 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM6 has been reduced to
zero; eighth, to the Uncertificated Balances of REMIC II Regular Interest
II-LTAA, REMIC II Regular Interest II-LTM5 and REMIC II Regular Interest
II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
II Regular Interest II-LTM5 has been reduced to zero; ninth, to the
Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II Regular
Interest II-LTM4 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM4 has been reduced to zero; tenth, to the Uncertificated Balances of REMIC
II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM3 and REMIC II
Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
Balance of REMIC II Regular Interest II-LTM3 has been reduced to zero; eleventh,
to the Uncertificated Balances of REMIC II Regular Interest II-LTAA, REMIC II
Regular Interest II-LTM2 and REMIC II Regular Interest II-LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Balance of REMIC II Regular Interest
II-LTM2 has been reduced to zero; and twelfth, to the Uncertificated Balances of
REMIC II Regular Interest II-LTAA, REMIC II Regular Interest II-LTM1 and REMIC
II Regular Interest II-LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Balance of REMIC II Regular Interest II-LTM1 has been reduced to
zero.

         (c)(iii) The REMIC II 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
II Regular Interest ending with the designation "GRP" equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC II Regular Interest ending with the designation
"SUB," so that the Uncertificated Balance of each such REMIC II Regular Interest
is equal to 0.01% 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 II
Regular Interests such that the REMIC II Subordinated Balance Ratio is
maintained); and third, any remaining Realized Losses shall be allocated to
REMIC II Regular Interest II-LTXX.

         All Realized Losses shall be allocated on each Distribution Date in the
same manner and priority as such Realized Losses are allocated to the
Corresponding Certificates.

         SECTION 4.05. Compliance with Withholding Requirements.

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

         SECTION 4.06. 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:

                  (I) 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 Master Servicer;

                  (II) 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 Master
         Servicer;

                  (III) A brief description of any legal proceedings pending,
         including proceedings known to be contemplated by governmental
         authorities, against the Depositor, the Seller and the Master 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 Master Servicer if applicable;

                  (IV) 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;

                  (V) 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;

                  (VI) 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 Master Servicer; and

                  (VII) 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 Master
         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:

                  (I) 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 Master 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 Master Servicers as applicable;

                  (II) 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 Master Servicer as applicable;
         and

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

                  (iii) Prior to January 30th in each year commencing in 2007,
         the Trustee shall, file a Form 15 Suspension Notice with respect to the
         Trust Fund, if applicable, so long as at the beginning of the fiscal
         year following the securities offering, the securities of each class is
         held by fewer than 300 record holders. 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 Master 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 Master 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 Master Servicer pursuant to Sections 3.20
         and 3.21 and a certification in the form attached hereto as Exhibit J-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 Master 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:

                  (I) 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;

                  (II) A description of any legal proceedings pending, including
         proceedings known to be contemplated by governmental authorities,
         against the Depositor, the Seller and the Master 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
         Master Servicer, if applicable;

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

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

         (b) The Depositor will execute any Form 8-K and the Trustee will file
each such document on behalf of the Depositor. 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 4.06; 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 4.06 shall not be reimbursable from the Trust Fund.

         (c) The Trustee shall sign a back-up certification (in the form
attached hereto as Exhibit J-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 (signed by the Depositor) to the Trustee, such Depositor
Certification to be filed on Form 10-K (also signed by the Depositor) 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 Master 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 4.06 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 4.06 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. Form 10-K and any
certification contained therein shall be signed by the Depositor. 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 4.06(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 Section
4.06 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 4.07. [Reserved].

         SECTION 4.08. [Reserved].

         SECTION 4.09. [Reserved].

         SECTION 4.10. Swap Account

         (a) No later than the Closing Date, the Trustee shall establish and
maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Swap Account, [_], as Trustee, in trust for the Interest Rate
Swap Provider and the registered holders of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, 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 Trustee shall deposit into the Swap Account pursuant to
3.05(c)(i): (i) the amount of any Net Swap Payment or Swap Termination Payment
owed to the Interest Rate Swap Provider (after taking into account any upfront
payment received by the Interest Rate Swap Provider from the counterparty to a
replacement similar agreement) from funds collected and received with respect to
the Mortgage Loans prior to the determination of Available Funds and (ii)
amounts received by the Trustee from the Swap Administrator, for distribution in
accordance with subsection (e) below, pursuant to the Swap Administration
Agreement, dated as of the Closing Date (the "Swap Administration Agreement"),
among [_] in its capacity as Trustee, [_] in its capacity as Swap Administrator
and Ameriquest Mortgage Company. For federal income tax purposes, any amounts
paid to the Interest Rate Swap Provider on each Distribution Date shall first be
deemed paid to the Interest Rate Swap Provider in respect of the Class SWAP-IO
Interest to the extent of the amount distributable on such Class SWAP-IO
Interest on such Distribution Date, and any remaining amount shall be deemed
paid to the Interest Rate Swap Provider in respect of a Class IO Distribution
Amount (as defined below).

         If the Trustee fails to pay any Net Swap Payment owed to the Interest
Rate Swap Provider and such failure to pay is not related to insufficient funds
in the Distribution Account and such failure to pay would, pursuant to the terms
of the Interest Rate Swap Agreement, cause a Swap Termination Payment to be owed
to the Interest Rate Swap Provider, the NIMS Insurer may, on behalf of the
Trustee and after consultation with the Trustee, pay such Net Swap Payment owed
to the Interest Rate Swap Provider. The NIMS Insurer shall be reimbursed by the
Trustee pursuant to Section 3.05(c).

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

         (d) The Trustee shall treat the Holders of Certificates (other than the
Class P, Class CE, Class R and Class R-X Certificates) as having entered into a
notional principal contract with respect to the Holders of the Class CE
Certificates. Pursuant to each such notional principal contract, all Holders of
Certificates (other than the Class P, Class CE, Class R and Class R-X
Certificates) shall be treated as having agreed to pay, on each Distribution
Date, to the Holder of the Class CE Certificates an aggregate amount equal to
the excess, if any, of (i) the amount payable on such Distribution Date on the
REMIC III Regular Interest corresponding to such Class of Certificates over (ii)
the amount payable on such Class of Certificates on such Distribution Date (such
excess, a "Class IO Distribution Amount"). A Class IO Distribution Amount
payable from interest collections shall be allocated PRO RATA among such
Certificates based on the amount of interest otherwise payable to such
Certificates, and a Class IO Distribution Amount payable from principal
collections shall be allocated to the most subordinate Class of Certificates
with an outstanding principal balance to the extent of such balance. In
addition, pursuant to such notional principal contract, the Holder of the Class
CE Certificates shall be treated as having agreed to pay Net WAC Rate Carryover
Amounts to the Holders of the Certificates (other than the Class CE, Class P,
Class R and Class R-X Certificates) in accordance with the terms of this
Agreement. Any payments to the Certificates from amounts deemed received in
respect of this notional principal contract shall not be payments with respect
to a Regular Interest in a REMIC within the meaning of Code Section 860G(a)(1).
However, any payment from the Certificates (other than the Class CE, Class P and
Class R Certificates) of a Class IO Distribution Amount shall be treated for tax
purposes as having been received by the Holders of such Certificates in respect
of their interests in REMIC III and as having been paid by such Holders to the
Swap Administrator pursuant to the notional principal contract. Thus, each
Certificate (other than the Class P Certificates, Class R Certificates and Class
R-X Certificates) shall be treated as representing not only ownership of Regular
Interests in REMIC III, but also ownership of an interest in, and obligations
with respect to, a notional principal contract.

         SECTION 4.11. Tax Treatment of Swap Payments and Swap Termination
Payments.

         For federal income tax purposes, each holder of a Class A or Mezzanine
Certificate is deemed to own an undivided beneficial ownership interest in a
REMIC regular interest and the right to receive payments from either the Net WAC
Rate Carryover Reserve Account or the Swap Account in respect of the Net WAC
Rate Carryover Amount or the obligation to make payments to the Swap Account.
For federal income tax purposes, the Trustee will account for payments to each
Class A and Mezzanine Certificates as follows: each Class A and Class M
Certificate will be treated as receiving their entire payment from REMIC IV
(regardless of any Swap Termination Payment or obligation under the Interest
Rate Swap Agreement) and subsequently paying their portion of any Swap
Termination Payment in respect of each such Class' obligation under the Interest
Rate Swap Agreement. In the event that any such Class is resecuritized in a
REMIC, the obligation under the Interest Rate Swap Agreement to pay any such
Swap Termination Payment (or any shortfall in Net Swap Payment), will be made by
one or more of the REMIC Regular Interests issued by the resecuritization REMIC
subsequent to such REMIC Regular Interest receiving its full payment from any
such Class A or Mezzanine Certificate. Resecuritization of any Class A or
Mezzanine Certificate in a REMIC will be permissible only if the Trustee
hereunder is the trustee in such resecuritization. The REMIC regular interest
corresponding to a Class A or Mezzanine Certificate will be entitled to receive
interest and principal payments at the times and in the amounts equal to those
made on the certificate to which it corresponds, except that (i) the maximum
interest rate of that REMIC regular interest will equal the Net WAC Pass-Through
Rate computed for this purpose by limiting the Base Calculation Amount of the
Interest Rate Swap Agreement to the aggregate principal balance of the Mortgage
Loans and (ii) any Swap Termination Payment will be treated as being payable
solely from Net Monthly Excess Cashflow. As a result of the foregoing, the
amount of distributions and taxable income on the REMIC regular interest
corresponding to a Class A or Mezzanine Certificate may exceed the actual amount
of distributions on the Class A or Mezzanine Certificate.

         SECTION 4.12. Net WAC Rate Carryover Reserve Account.

         (a) No later than the Closing Date, the Trustee shall establish and
maintain with itself, as agent for the Trustee, a separate, segregated trust
account titled, "Net WAC Rate Carryover Reserve Account, [_], as Trustee, in
trust for the registered Holders of Ameriquest Mortgage Securities Inc.,
Asset-Backed Pass-Through Certificates, Series [_]." The Trustee shall deposit
into the Net WAC Rate Carryover Reserve Account any payments received by it
pursuant to Section 4.01(a)(4)(iv).

         (b) On each Distribution Date as to which there is a Net WAC Rate
Carryover Amount payable to the Class A Certificates or the Mezzanine
Certificates, the Trustee has been directed by the Class CE Certificateholders
to, and therefore shall, deposit into the Net WAC Rate Carryover Reserve Account
the amount of such Net WAC Rate Carryover Amount rather than distributing such
amounts to the Class CE Certificateholders. On each such Distribution Date, the
Trustee shall hold all such amounts for the benefit of the Holders of the Class
A Certificates and the Mezzanine Certificates, and shall distribute such amounts
to the Holders of the Class A Certificates and the Mezzanine Certificates in the
amounts and priorities set forth in Section 4.01(a).

         (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 III
to the Holders of the Class CE Interest and from the Class CE Interest to the
Class CE Certificates. Upon the termination of the Trust, or the payment in full
of the Class A Certificates and the Mezzanine Certificates, all amounts
remaining on deposit in the Net WAC Rate Carryover Reserve Account shall be
released by the Trust and distributed to the Class CE Certificateholders or
their designees. The Net WAC Rate Carryover Reserve Account shall be part of the
Trust but not part of any REMIC and any payments to the Holders of the Class A
Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts
shall 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 Trustee, and the Trustee hereby is
directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts
described above on each Distribution Date as to which there is any Net WAC Rate
Carryover Amount rather than distributing such amounts to the Class CE
Certificateholders. By accepting a Class CE Certificate, each Class CE
Certificateholder further agrees that such direction is given for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
such acceptance.

         (e) At the written direction of the Holders of a majority in Percentage
Interest in the Class CE Certificates, the Trustee shall direct any depository
institution maintaining the Net WAC Rate Carryover Reserve Account to invest the
funds in such account in one or more Permitted Investments bearing interest or
sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the date on which such funds are required
to be withdrawn from such account pursuant to this Agreement, if a Person other
than the Trustee or an Affiliate manages or advises such investment, and (ii) no
later than the date on which such funds are required to be withdrawn from such
account pursuant to this Agreement, if the Trustee or an Affiliate manages or
advises such investment. If no investment direction of the Holders of a majority
in Percentage Interest in the Class CE Certificates with respect to the Net WAC
Rate Carryover Reserve Account is received by the Trustee, the Trustee shall
invest the funds in the Deutsche Bank Institutional Cash Management Fund 541 so
long as it is a Permitted Investment. Interest earned on such investment shall
be deposited into the Net WAC Rate Carryover Reserve Account.

<PAGE>

                                   ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01. The Certificates.

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

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

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

         (b) The Class A Certificates and the Mezzanine Certificates shall
initially be issued as one or more Certificates held by the Book-Entry Custodian
or, if appointed to hold such Certificates as provided below, the Depository,
and registered in the name of the Depository or its nominee and, except as
provided below, registration of such Certificates may not be transferred by the
Trustee except to another Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein. The
Certificate Owners shall hold their respective Ownership Interests in and to
such Certificates through the book-entry facilities of the Depository and,
except as provided below, shall not be entitled to definitive, fully registered
Certificates ("Definitive Certificates") in respect of such Ownership Interests.
All transfers by Certificate Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Certificate Owner. Each Depository Participant shall only transfer the Ownership
Interests in the Book-Entry Certificates of Certificate Owners it represents or
of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures. The Trustee 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 Master Servicer, the Trustee (if the Trustee is
not the Book-Entry Custodian) and any other transfer agent (including the
Depository or any successor Depository), to act as Book-Entry Custodian under
such conditions as the predecessor Book-Entry Custodian and the Depository or
any successor Depository may prescribe, provided that the predecessor Book-Entry
Custodian shall not be relieved of any of its duties or responsibilities by
reason of any such appointment of other than the Depository. If the Trustee
resigns or is removed in accordance with the terms hereof, 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 Master Servicer and the Depositor may for all purposes
(including the making of payments due on the Book-Entry Certificates) deal with
the Depository as the authorized representative of the Certificate Owners with
respect to the Book-Entry Certificates for the purposes of exercising the rights
of Certificateholders hereunder. The rights of Certificate Owners with respect
to the Book-Entry Certificates shall be limited to those established by law and
agreements between such Certificate Owners and the Depository Participants and
brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of the Book-Entry
Certificates with respect to any particular matter shall not be deemed
inconsistent if they are made with respect to different Certificate Owners. The
Trustee may establish a reasonable record date in connection with solicitations
of consents from or voting by Certificateholders and shall give notice to the
Depository of such record date.

         If (i)(A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository, and (B) the Depositor is unable to locate a
qualified successor or (ii) after the occurrence of a Master Servicer Event of
Default, Certificate Owners representing in the aggregate not less than 51% of
the Ownership Interests of the Book-Entry Certificates advise the Trustee
through the Depository, in writing, that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Certificate
Owners, the Trustee shall notify all Certificate Owners, through the Depository,
of the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the Book-Entry Certificates by the Book-Entry Custodian or the
Depository, as applicable, accompanied by registration instructions from the
Depository for registration of transfer, the Trustee shall issue the Definitive
Certificates. Such Definitive Certificates shall be issued in minimum
denominations of $[_] in the case of the Class A and Mezzanine Certificates,
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
Master Servicer or the Trustee shall be liable for any delay in the delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates all
references herein to obligations imposed upon or to be performed by the
Depository shall be deemed to be imposed upon and performed by the Trustee, to
the extent applicable with respect to such Definitive Certificates, and the
Trustee shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.

         SECTION 5.02. Registration of Transfer and Exchange of Certificates.

         (a) The Trustee shall cause to be kept at one of the offices or
agencies to be appointed by the Trustee 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 Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee shall initially serve as Certificate Registrar
for the purpose of registering Certificates and transfers and exchanges of
Certificates as herein provided. The Certificate Registrar may appoint, by a
written instrument delivered to the Master Servicer and the Depositor, any other
bank or trust company to act as Certificate Registrar under such conditions as
the predecessor Certificate Registrar may prescribe, provided that the
predecessor Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. If the Trustee shall
at any time not be the Certificate Registrar, the Trustee shall have and
maintain the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.

         (b) No transfer of any Private Mezzanine Certificate, Class CE
Certificate, Class P Certificate or Residual 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 an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of a Private Mezzanine Certificate, Class CE
Certificate, Class P Certificate or Residual 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, (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 Certificate from the issuer under the
Indenture or the indenture trustee under the Indenture to the Depositor or an
Affiliate of the Depositor), the Trustee and the Certificate Registrar shall
each 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 Depositor, the Trustee,
the Master Servicer, in its capacity as such, or the Trust Fund), together with
copies of the written certification(s) of the Certificateholder desiring to
effect the transfer and/or such Certificateholder's prospective transferee upon
which such Opinion of Counsel is based, if any. None of the Depositor, the
Certificate Registrar or the Trustee is obligated to register or qualify the
Private Mezzanine Certificates, the Class CE Certificates, the Class P
Certificates or the Residual 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. If a transfer of an Ownership Interest in the Private Mezzanine
Certificates is to be made without registration under the 1933 Act (other than
in connection with the initial transfer of any such Certificate by the Depositor
to an affiliate of the Depositor), then the Certificate Registrar shall refuse
to register such transfer unless it receives (and upon receipt, may conclusively
rely upon) a certificate from the Certificateholder desiring to effect such
transfer and a certificate from such Certificateholder's prospective transferee
(which in the case of the Book-Entry Certificates, the Certificateholder and the
Certificateholder's prospective transferee shall be deemed to have represented
such certification), to the effect that, among other things, the transfer is
being made to a qualified institutional buyer as defined in Rule 144A under the
Securities Act in accordance with Rule 144A. Any Certificateholder desiring to
effect the transfer of a Private Mezzanine Certificate, Class CE Certificate,
Class P Certificate or Residual Certificate shall, and does hereby agree to,
indemnify the Trustee, the Depositor, the Certificate Registrar and the Master
Servicer against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

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

         (c) No transfer of a Certificate or any interest therein shall be made
to any Plan, any Person acting, directly or indirectly, on behalf of a 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 (or, in the case of a Book-Entry Certificate, such transferee shall be
deemed to represent that it is not a Plan or acquiring with Plan Assets), unless
the Trustee is provided with an Opinion of Counsel for the benefit of the Trust
Fund, the Depositor, the Trustee, the NIMS Insurer and the Master Servicer and
on which they may rely, which shall be to the effect that the purchase and
holding of such Certificates is permissible under applicable law, shall not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and shall not subject the Depositor, the Master
Servicer, the NIMS Insurer, the Trustee or the Trust Fund to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Depositor, the Master Servicer, the NIMS
Insurer, the Trustee or the Trust Fund. Neither an Opinion of Counsel nor any
certification shall be required in connection with (i) the initial transfer of
any such Certificate by the Depositor to an affiliate of the Depositor, (ii) the
transfer of any such Certificate to the issuer under the Indenture or the
indenture trustee under the Indenture or (iii) a transfer of any such
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
such transferee shall be deemed to have represented that it is not purchasing
with Plan Assets) and the Trustee shall be entitled to conclusively rely upon a
representation (which, upon the request of the Trustee, shall be a written
representation) from the Depositor of the status of such transferee as an
affiliate of the Depositor.

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

         (d) (i) Each Person who has or who acquires any Ownership Interest in a
Residual Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Certificate Registrar 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 Certificate Registrar 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 Certificate Registrar 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 Certificate Registrar, 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 shall 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 Certificate Registrar 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 (in the form attached hereto as Exhibit F-2), to the
         Certificate Registrar 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 Certificate Registrar 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 Certificate Registrar shall 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 Certificate Registrar as a condition to such registration. In addition,
no Transfer of a Residual Certificate shall be made unless the Certificate
Registrar 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 Certificate
Registrar 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 Certificate Registrar 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 Certificate
         Registrar on such terms as the Certificate Registrar may choose. Such
         purported Transferee shall promptly endorse and deliver each Residual
         Certificate in accordance with the instructions of the Certificate
         Registrar. Such purchaser may be the Certificate Registrar itself or
         any Affiliate of the Certificate Registrar. The proceeds of such sale,
         net of the commissions (which may include commissions payable to the
         Certificate Registrar or its Affiliates), expenses and taxes due, if
         any, shall be remitted by the Certificate Registrar 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 Certificate
         Registrar, and the Certificate Registrar 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 Trustee 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 Trustee.

         (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 Trustee at the expense of the party seeking to
modify, add to or eliminate any such provision the following:

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

                  (B) an Opinion of Counsel, in form and substance satisfactory
         to the Trustee, to the effect that such modification of, addition to or
         elimination of such provisions shall not cause any Trust REMIC to cease
         to qualify as a REMIC and shall not cause any Trust REMIC, as the case
         may be, 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.

         The Trustee shall forward to the NIMS Insurer a copy of the items
delivered to it pursuant to (A) and (B) above.

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

         (f) At the option of the Holder thereof, any Certificate may be
exchanged for other Certificates of the same Class with authorized denominations
and a like aggregate Percentage Interest, upon surrender of such Certificate to
be exchanged at any office or agency of the Trustee maintained for such purpose
pursuant to Section 8.12. Whenever any Certificates are so surrendered for
exchange the Trustee, shall execute and cause the Certificate Registrar to
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 Trustee) be duly endorsed by,
or be accompanied by a written instrument of transfer in the form satisfactory
to the Trustee and the Certificate Registrar 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, the Class R Certificate for four separate Certificates,
each representing such Holder's respective Percentage Interest in the Class R-I
Interest, the Class R-II Interest, the Class R-III Interest and the Class R-IV
Interest, respectively, in each case 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, the Class R-X
Certificate for four separate Certificates, each representing such Holder's
respective Percentage Interest in the Class R-V Interest, the Class R-VI
Interest and the Class R-VII Interest, respectively, in each case that was
evidenced by the Class R-X Certificate being exchanged.

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

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

         (i) The Trustee shall cause the Certificate Registrar (unless the
Trustee is acting as Certificate Registrar) to provide notice to the Trustee of
each transfer of a Certificate and to provide the Trustee with an updated copy
of the Certificate Register on the first Business Day in March and August of
each year, commencing in March 2006.

         (j) Any attempted or purported transfer of any Certificate in violation
of the provisions of Section 5.02(c) hereof shall be void AB INITIO and such
Certificate shall be considered to have been held continuously by the prior
permitted Holder.

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

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

         SECTION 5.04. Persons Deemed Owners.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer, the
Certificate Registrar 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 Master Servicer, the
Trustee, the Certificate Registrar, the NIMS Insurer or any agent of any of them
shall be affected by notice to the contrary.

         SECTION 5.05. Certain Available Information.

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


<PAGE>

                                   ARTICLE VI

                      THE DEPOSITOR AND THE MASTER SERVICER

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

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

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

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

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

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

         None of the Depositor, the NIMS Insurer, the Master Servicer or any of
the directors, officers, employees or agents of the Depositor or the Master
Servicer shall be under any liability to the Trust Fund or the
Certificateholders for any action taken or for refraining from the taking of any
action in good faith pursuant to this Agreement, or for errors in judgment;
provided, however, that this provision shall not protect the Depositor, the NIMS
Insurer, the Master Servicer or any such person against any breach of
warranties, representations or covenants made herein, or against any specific
liability imposed on the Master Servicer pursuant hereto, or against any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the NIMS Insurer,
the Master Servicer or the Trustee and any director, officer, employee or agent
of the Depositor, the NIMS Insurer, the Master Servicer or the Trustee may rely
in good faith on any document of any kind which, PRIMA FACIE, is properly
executed and submitted by any Person respecting any matters arising hereunder.

         The Depositor, the NIMS Insurer, the Master Servicer and any director,
officer, employee or agent of the Depositor, the NIMS Insurer, or the Master
Servicer shall be indemnified and held harmless by the Trust Fund against any
loss, liability or expense incurred in connection with any legal action relating
to this Agreement or the Certificates, other than any loss, liability or expense
relating to any specific Mortgage Loan or Mortgage Loans (except as any such
loss, liability or expense shall be otherwise reimbursable pursuant to this
Agreement) or, in the case of the Depositor and the Master Servicer, 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. None of the Depositor, the NIMS
Insurer or the Master Servicer shall be under any obligation to appear in,
prosecute or defend any legal action unless such action is related to its
respective duties under this Agreement and, in its opinion, does not involve it
in any expense or liability; provided, however, that each of the Depositor, the
NIMS Insurer and the Master Servicer may in its discretion undertake any such
action which it may deem necessary or desirable with respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, unless the Depositor or the Master
Servicer acts without the consent of the Holders of Certificates entitled to at
least 51% of the Voting Rights (which consent shall not be necessary in the case
of litigation or other legal action by either to enforce their respective rights
or defend themselves hereunder), the legal expenses and costs of such action and
any liability resulting therefrom (except any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder) shall be expenses, costs and liabilities of
the Trust Fund, and the Depositor, the NIMS Insurer and the Master Servicer
shall be entitled to be reimbursed therefor from the Collection Account as and
to the extent provided in Section 3.05, any such right of reimbursement being
prior to the rights of the Certificateholders to receive any amount in the
Collection Account.

         SECTION 6.04. Limitation on Resignation of the Master Servicer.

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

         Except as expressly provided herein, the Master 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 Master Servicer hereunder. If, pursuant to any provision
hereof, the duties of the Master Servicer are transferred to a successor master
servicer, the entire amount of the Servicing Fee and other compensation payable
to the Master Servicer pursuant hereto shall thereafter be payable to such
successor master servicer.

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

         The Master Servicer shall afford (and any Sub-Servicing Agreement shall
provide that each Sub-Servicer shall afford) the Depositor, the NIMS Insurer and
the Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer (and any such Sub-Servicer) in respect
of the Master Servicer's rights and obligations hereunder and access to officers
of the Master Servicer (and those of any such Sub-Servicer) responsible for such
obligations. Upon request, the Master Servicer shall furnish to the Depositor,
the NIMS Insurer and the Trustee its (and any such Sub-Servicer's) most recent
financial statements and such other information relating to the Master
Servicer's capacity to perform its obligations under this Agreement that it
possesses. To the extent such information is not otherwise available to the
public, the Depositor, the NIMS Insurer and the Trustee shall not disseminate
any information obtained pursuant to the preceding two sentences without the
Master Servicer's (or any such Sub-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 or
the Trust Fund, and in either case, the Depositor, the NIMS Insurer or the
Trustee, as the case may be, shall use its best efforts to assure the
confidentiality of any such disseminated non-public information. The Depositor
may, but is not obligated to, enforce the obligations of the Master Servicer
under this Agreement and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer under this
Agreement or exercise the rights of the Master Servicer under this Agreement;
provided that the Master Servicer shall not be relieved of any of its
obligations under this Agreement by virtue of such performance by the Depositor
or its designee. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Master Servicer and is not obligated to
supervise the performance of the Master Servicer under this Agreement or
otherwise.

         SECTION 6.06. Sub-Servicing Agreements Between the Master Servicer and
Sub-Servicers.

         (a) The Master Servicer may enter into Sub-Servicing Agreements
(provided that such agreements would not result in a withdrawal or a downgrade
by any Rating Agency of the ratings on any Class of Certificates and the NIMS
Insurer shall have consented to such Sub-Servicing Agreement) with
Sub-Servicers, for the servicing and administration of the Mortgage Loans.

         Each Sub-Servicer shall be (i) authorized to transact business in the
state or states in which the related Mortgaged Properties it is to service are
situated, if and to the extent required by applicable law to enable the
Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing
Agreement, (ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution the deposit accounts in which
are insured by the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage
servicer. Each Sub-Servicing Agreement must impose on the Sub-Servicer
requirements conforming to the provisions set forth in Section 6.11 and provide
for servicing of the Mortgage Loans consistent with the terms of this Agreement.
The Master Servicer shall examine each Sub-Servicing Agreement and shall be
familiar with the terms thereof. The terms of any Sub-Servicing Agreement shall
not be inconsistent with any of the provisions of this Agreement. The Master
Servicer and the Sub-Servicers may enter into and make amendments to the
Sub-Servicing Agreements or enter into different forms of Sub-Servicing
Agreements; provided, however, that any such amendments or different forms shall
be consistent with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into which could be
reasonably expected to be materially adverse to the interests of the
Certificateholders, without the consent of the Holders of Certificates entitled
to at least 66% of the Voting Rights. Any variation without the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights from the
provisions set forth in Section 6.11, provisions relating to insurance in
Section 3.10 or priority requirements of Sub-Servicing Accounts, or credits and
charges to the Sub-Servicing Accounts or the timing and amount of remittances by
the Sub-Servicers to the Master Servicer, are conclusively deemed to be
inconsistent with this Agreement and therefore prohibited. The Master Servicer
shall deliver to the Trustee and the NIMS Insurer copies of all Sub-Servicing
Agreements, and any amendments or modifications thereof, promptly upon the
Master Servicer's execution and delivery of such instruments.

         (b) As part of its servicing activities hereunder, the Master Servicer
(except as otherwise provided in the last sentence of this paragraph), for the
benefit of the Trustee and the Certificateholders, shall enforce the obligations
of each Sub-Servicer under the related Sub-Servicing Agreement and of the Seller
under the Mortgage Loan Purchase Agreement, including, without limitation, any
obligation to make advances in respect of delinquent payments as required by a
Sub-Servicing Agreement, or to purchase a Mortgage Loan on account of missing or
defective documentation or on account of a breach of a representation, warranty
or covenant, as described in Section 2.03(a). Such enforcement, including,
without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer, in its good faith business judgment, would require were it the owner
of the related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement, to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loans
or (ii) from a specific recovery of costs, expenses or attorneys' fees against
the party against whom such enforcement is directed. Enforcement of the Mortgage
Loan Purchase Agreement against the Seller shall be effected by the Master
Servicer to the extent it is not the Seller, and otherwise by the Trustee, in
accordance with the foregoing provisions of this paragraph.

         SECTION 6.07. Successor Sub-Servicers.

         The Master Servicer, with the consent of the NIMS Insurer, shall be
entitled to terminate any Sub-Servicing Agreement and the rights and obligations
of any Sub-Servicer pursuant to any Sub-Servicing Agreement in accordance with
the terms and conditions of such Sub-Servicing Agreement. In the event of
termination of any Sub-Servicer, all servicing obligations of such Sub-Servicer
shall be assumed simultaneously by the Master Servicer without any act or deed
on the part of such Sub-Servicer or the Master Servicer, and the Master Servicer
either shall service directly the related Mortgage Loans or shall enter into a
Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under
Section 6.06.

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

         SECTION 6.08. Liability of the Master Servicer.

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

         SECTION 6.09. No Contractual Relationship Between Sub-Servicers and the
NIMS Insurer, the Trustee or Certificateholders.

         Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Master Servicer alone, and the NIMS Insurer, the Trustee and 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 6.10. The Master Servicer shall be solely liable for all
fees owed by it to any Sub-Servicer, irrespective of whether the Master
Servicer's compensation pursuant to this Agreement is sufficient to pay such
fees. SECTION 6.10. Assumption or Termination of Sub-Servicing Agreements by
Trustee.

         In the event the Master Servicer shall for any reason no longer be the
master servicer (including termination due to a Master Servicer Event of
Default), the Trustee or its designee shall thereupon assume (or cause its
designee or the successor master servicer for the Trustee appointed pursuant to
Section 7.02 to assume) all of the rights and obligations of the Master Servicer
under each Sub-Servicing Agreement that the Master Servicer may have entered
into, unless the Trustee elects to terminate any Sub-Servicing Agreement in
accordance with its terms as provided in Section 6.07. Upon such assumption, the
Trustee, its designee or the successor servicer for the Trustee appointed
pursuant to Section 7.02 shall be deemed, subject to Section 6.07, to have
assumed all of the Master Servicer's interest therein and to have replaced the
Master Servicer as a party to each Sub-Servicing Agreement to the same extent as
if each Sub-Servicing Agreement had been assigned to the assuming party, except
that (i) the Master Servicer shall not thereby be relieved of any liability or
obligations under any Sub-Servicing Agreement and (ii) none of the Trustee, its
designee or any successor Master Servicer shall be deemed to have assumed any
liability or obligation of the Master Servicer that arose before it ceased to be
the Master Servicer.

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

         SECTION 6.11. Sub-Servicing Accounts.

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


<PAGE>

                                  ARTICLE VII

                                     DEFAULT

         SECTION 7.01. Master Servicer Events of Default.

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

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

                  (ii) any failure on the part of the Master Servicer duly to
         observe or perform in any material respect any of the covenants or
         agreements on the part of the Master Servicer contained in the
         Certificates or in this Agreement (or, if the Master Servicer is the
         Seller, the failure of the Seller to repurchase a Mortgage Loan as to
         which a breach has been established that requires a repurchase pursuant
         to the terms of Section 7 of the Mortgage Loan Purchase Agreement)
         which continues unremedied for a period of 45 days after the earlier of
         (i) the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Master Servicer by
         the Depositor or the Trustee, or to the Master Servicer, the Depositor
         and the Trustee by the NIMS Insurer or the Holders of Certificates
         entitled to at least 25% of the Voting Rights and (ii) actual knowledge
         of such failure by a Servicing Officer of the Master Servicer; or

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

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

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

                  (vi) any failure by the Master Servicer of the Master Servicer
         Termination Test; or

                  (vii) any failure of the Master Servicer to make any Advance
         on any Master Servicer Remittance Date required to be made from its own
         funds pursuant to Section 4.03 which continues unremedied until 3:00
         p.m. New York time on the Business Day immediately following the Master
         Servicer Remittance Date.

         If a Master Servicer Event of Default described in clauses (i) through
(vi) of this Section shall occur, then, and in each and every such case, so long
as such Master Servicer Event of Default shall not have been remedied, the
Depositor, the NIMS Insurer or the Trustee may, at the written direction of the
Holders of Certificates entitled to at least 51% of Voting Rights, or at the
direction of the NIMS Insurer, the Trustee shall, by notice in writing to the
Master Servicer and the Depositor, terminate all of the rights and obligations
of the Master Servicer in its capacity as Master Servicer under this Agreement,
to the extent permitted by law, and in and to the Mortgage Loans and the
proceeds thereof. If a Master Servicer Event of Default described in clause
(vii) hereof shall occur, the Trustee shall, by notice in writing to the Master
Servicer and the Depositor, terminate all of the rights and obligations of the
Master Servicer in its capacity as Master Servicer under this Agreement and in
and to the Mortgage Loans and the proceeds thereof and the Trustee as successor
Master Servicer or a successor Master Servicer appointed in accordance with
Section 7.02, shall immediately make such Advance(which Advance shall be part of
Available Funds for such Distribution Date) and assume, pursuant to Section
7.02, the duties of a successor Master Servicer. On or after the receipt by the
Master Servicer of such written notice, all authority and power of the Master
Servicer under this Agreement, whether with respect to the Certificates (other
than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee pursuant to and under this Section and,
without limitation, the Trustee is hereby authorized and empowered, as
attorney-in-fact or otherwise, to execute and deliver on behalf of and at the
expense of the Master Servicer, any and all documents and other instruments and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents, or
otherwise. The Master Servicer agrees, at its sole cost and expense, promptly
(and in any event no later than ten Business Days subsequent to such notice) to
provide the Trustee with all documents and records requested by it to enable it
to assume the Master Servicer's functions under this Agreement, and to cooperate
with the Trustee in effecting the termination of the Master Servicer's
responsibilities and rights under this Agreement, including, without limitation,
the transfer within one Business Day to the Trustee for administration by it of
all cash amounts which at the time shall be or should have been credited by the
Master Servicer to the Collection Account held by or on behalf of the Master
Servicer, the Distribution Account or any REO Account or Escrow Account held by
or on behalf of the Master Servicer or thereafter be received with respect to
the Mortgage Loans or any REO Property serviced by the Master Servicer
(provided, however, that the Master Servicer shall continue to be entitled to
receive all amounts accrued or owing to it under this Agreement on or prior to
the date of such termination, whether in respect of 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 shall not be deemed
to have knowledge of a Master Servicer Event of Default unless a Responsible
Officer of the Trustee assigned to and working in the Trustee's Corporate Trust
Office has actual knowledge thereof or unless written notice is received by the
Trustee of any such event and such notice references the Certificates, REMIC I
or this Agreement.

         The Trustee shall be entitled to be reimbursed by the Master Servicer
(or by the Trust Fund if the Master Servicer is unable to fulfill its
obligations hereunder) for all costs associated with the transfer of servicing
from the predecessor servicer, including without limitation, any costs or
expenses associated with the complete transfer of all servicing data and the
completion, correction or manipulation of such servicing data as may be required
by the Trustee to correct any errors or insufficiencies in the servicing data or
otherwise to enable the Trustee to service the Mortgage Loans properly and
effectively.

         SECTION 7.02. Trustee to Act; Appointment of Successor.

         (a) On and after the time the Master Servicer receives a notice of
termination, the Trustee shall be the successor in all respects to the Master
Servicer in its capacity as Master Servicer under this Agreement and the
transactions set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto and arising thereafter
placed on the Master Servicer (except for any representations or warranties of
the Master Servicer under this Agreement, the responsibilities, duties and
liabilities contained in Section 2.03(c) and its obligation to deposit amounts
in respect of losses pursuant to Section 3.06) by the terms and provisions
hereof including, without limitation, the Master Servicer's obligations to make
Advances pursuant to Section 4.03; provided, however, that if the Trustee is
prohibited by law or regulation from obligating itself to make advances
regarding delinquent mortgage loans, then the Trustee shall not be obligated to
make Advances pursuant to Section 4.03; and provided further, that any failure
to perform such duties or responsibilities caused by the Master Servicer's
failure to provide information required by Section 7.01 shall not be considered
a default by the Trustee as successor to the Master Servicer hereunder;
provided, however, it is understood and acknowledged by the parties that there
shall be a period of transition (not to exceed 90 days) before the servicing
transfer is fully effected. As compensation therefor, effective from and after
the time the Master Servicer receives a notice of termination or immediately
upon assumption of the obligations to make Advances, the Trustee shall be
entitled to the Servicing Fee and all funds relating to the Mortgage Loans to
which the Master Servicer would have been entitled if it had continued to act
hereunder (other than amounts which were due or would become due to the Master
Servicer prior to its termination or resignation). Notwithstanding the above and
subject to the next paragraph, the Trustee may, if it shall be unwilling to so
act, or shall, if it is unable to so act or if it is prohibited by law from
making advances regarding delinquent mortgage loans, or if the Holders of
Certificates entitled to at least 51% of the Voting Rights or the NIMS Insurer
so request in writing to the Trustee promptly appoint or petition a court of
competent jurisdiction to appoint, an established mortgage loan servicing
institution acceptable to each Rating Agency (with confirmation from the Rating
Agencies that such appointment shall not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates) and acceptable to the
NIMS Insurer and having a net worth of not less than $[_] as the successor to
the Master Servicer under this Agreement in the assumption of all or any part of
the responsibilities, duties or liabilities of the Master Servicer under this
Agreement. No appointment of a successor to the Master Servicer under this
Agreement shall be effective until the assumption by the successor of all of the
Master Servicer's responsibilities, duties and liabilities hereunder. In
connection with such appointment and assumption described herein, the Trustee
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
Master Servicer as such hereunder. The Depositor, the Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession. Pending appointment of a successor to the Master
Servicer under this Agreement, the Trustee shall act in such capacity as
hereinabove provided.

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

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

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

         SECTION 7.03. Notification to Certificateholders.

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

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

         SECTION 7.04. Waiver of Master Servicer Events of Default.

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


<PAGE>

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.01. Duties of Trustee.

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

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

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

                  (i) Prior to the occurrence of a Master Servicer Event of
         Default, and after the curing of all such Master Servicer Events of
         Default which may have occurred, the duties and obligations of the
         Trustee shall be determined solely by the express provisions of this
         Agreement, the Trustee shall not be liable except for the performance
         of such duties and obligations as are specifically set forth in this
         Agreement, no implied covenants or obligations shall be read into this
         Agreement against the Trustee and, in the absence of bad faith on the
         part of the Trustee, the Trustee may conclusively rely, as to the truth
         of the statements and the correctness of the opinions expressed
         therein, upon any certificates or opinions furnished to the Trustee
         that conform to the requirements of this Agreement;

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

                  (iii) The Trustee shall not be personally liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with the direction of the NIMS Insurer or the
         Holders of Certificates entitled to at least 25% of the Voting Rights
         relating to the time, method and place of conducting any proceeding for
         any remedy available to the Trustee or exercising any trust or power
         conferred upon it, under this Agreement.

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

         SECTION 8.02. Certain Matters Affecting the Trustee.

         (a) Except as otherwise provided in Section 8.01:

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

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

                  (iii) The Trustee shall not 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 or the NIMS Insurer, pursuant to the provisions of
         this Agreement, unless such Certificateholders or the NIMS Insurer, as
         applicable, shall have offered to the Trustee security or indemnity
         reasonably satisfactory to it against the costs, expenses and
         liabilities which may be incurred therein or thereby; nothing contained
         herein shall, however, relieve the Trustee of the obligation, upon the
         occurrence of a Master Servicer Event of Default (which has not been
         cured or waived), to exercise such of the rights and powers vested in
         it by this Agreement, and to use the same degree of care and skill in
         their exercise as a prudent person would exercise or use under the
         circumstances in the conduct of such person's own affairs;

                  (iv) The Trustee shall not be personally liable for any action
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights or powers conferred upon
         it by this Agreement;

                  (v) Prior to the occurrence of a Master Servicer Event of
         Default hereunder and after the curing of all Master Servicer Events of
         Default which may have occurred, the Trustee shall not be bound to make
         any investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or document, unless
         requested in writing to do so by the NIMS Insurer or the Holders of
         Certificates entitled to at least 25% of the Voting Rights; provided,
         however, that if the payment within a reasonable time to the Trustee of
         the costs, expenses or liabilities likely to be incurred by it in the
         making of such investigation is, in the opinion of the Trustee not
         reasonably assured to the Trustee by such Certificateholders, the
         Trustee may require reasonable indemnity against such expense, or
         liability from such Certificateholders or the NIMS Insurer as a
         condition to taking any such action;

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

                  (vii) The Trustee shall not be personally liable for any loss
         resulting from the investment of funds held in the Collection Account,
         the Escrow Account or the REO Account made at the direction of the
         Master Servicer pursuant to Section 3.06.

         (b) All rights of action under this Agreement or under any of the
Certificates, enforceable by the Trustee, 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 shall be brought in the name of the Trustee for the
benefit of all the Holders of such Certificates, subject to the provisions of
this Agreement.

         (c) The Depositor hereby directs the Trustee to execute, deliver and
perform its obligations under the Interest Rate Swap Agreement and to assign any
rights to receive payments from the Interest Rate Swap Provider pursuant to the
Interest Rate Swap Agreement to the Swap Administrator pursuant to the Swap
Administration Agreement and the Depositor further directs the Trustee to
execute, deliver and perform its obligations under the Swap Administration
Agreement. The Seller, the Depositor, the Master Servicer and the Holders of the
Class A Certificates and the Mezzanine Certificates by their acceptance of such
Certificates acknowledge and agree that the Trustee shall execute, deliver and
perform its obligations under the Interest Rate Swap Agreement and the Swap
Administration Agreement and shall do so solely in its capacity as Trustee of
the Trust Fund or as Swap Administrator, as the case may be, and not in its
individual capacity. Every provision of this Agreement relating to the conduct
or affecting the liability of or affording protection to the Trustee shall apply
to the Trustee's execution of the Interest Rate Swap Agreement and the Swap
Administration Agreement, and the performance of its duties and satisfaction of
its obligations thereunder.

         SECTION 8.03. The Trustee Not Liable for Certificates or Mortgage
Loans.

         The recitals contained herein and in the Certificates (other than the
signature of the Trustee, the authentication of the Certificate Registrar on the
Certificates, the acknowledgments of the Trustee contained in Article II and the
representations and warranties of the Trustee in Section 8.13) shall be taken as
the statements of the Depositor and the Trustee assumes no responsibility for
their correctness. The Trustee makes no representations or warranties as to the
validity or sufficiency of this Agreement (other than as specifically set forth
with respect to such party in Section 8.13) or of the Certificates (other than
the signature of the Trustee and authentication of the Certificate Registrar on
the Certificates) or of any Mortgage Loan or related document. The Trustee shall
not be accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor or the Master Servicer in respect
of the Mortgage Loans or deposited in or withdrawn from the Collection Account
by the Master Servicer, other than, subject to Section 8.01, any funds held by
or on behalf of the Trustee in accordance with Section 3.04.

         SECTION 8.04. Trustee May Own Certificates.

         The Trustee in its individual capacity or any other capacity may become
the owner or pledgee of Certificates with the same rights it would have if it
were not Trustee.

         SECTION 8.05. Trustee's Fees and Expenses.

         (a) The Trustee shall withdraw from the Distribution Account on each
Distribution Date and pay to itself the Trustee Fee and, to the extent that the
funds therein are at any time insufficient for such purpose, the Depositor shall
pay such fees. The Trustee, or any director, officer, employee or agent of the
Trustee shall be indemnified by REMIC I and held harmless against any loss,
liability or expense (not including expenses, disbursements and advances
incurred or made by the Trustee (including the compensation and the expenses and
disbursements of its agents and counsel) in the ordinary course of the Trustee's
performance in accordance with the provisions of this Agreement) incurred by the
Trustee in connection with any claim or legal action or any pending or
threatened claim or legal action arising out of or in connection with the
acceptance or administration of its obligations and duties under this Agreement,
other than any loss, liability or expense (i) resulting from a breach of the
Master Servicer's obligations and duties under this Agreement and the Mortgage
Loans (for which the Master Servicer shall indemnify pursuant to Section
8.05(b)), (ii) that constitutes a specific liability of the Trustee pursuant to
Section 10.01(c) or (iii) any loss, liability or expense incurred by reason of
its willful misfeasance, bad faith or negligence in the performance of its
duties hereunder or by reason of reckless disregard of its obligations and
duties hereunder or as a result of a breach of its obligations under Article X
hereof. Any amounts payable to the Trustee, or any director, officer, employee
or agent of the Trustee in respect of the indemnification provided by this
paragraph (a), or pursuant to any other right of reimbursement from the Trust
Fund that the Trustee, or any director, officer, employee or agent of the
Trustee may have hereunder in its capacity as such, may be withdrawn by the
Trustee from the Distribution Account at any time.

         (b) The Master Servicer agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense resulting from a breach of
the Master 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. Any payment hereunder made by the Master
Servicer to the Trustee shall be from the Master Servicer's own funds, without
reimbursement from the Trust Fund therefor.

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

         SECTION 8.06. Eligibility Requirements for Trustee.

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

         SECTION 8.07. Resignation and Removal of the Trustee.

         The Trustee may at any time resign and be discharged from the trust
hereby created by giving written notice thereof to the Depositor, the NIMS
Insurer, the Master Servicer and the Certificateholders. Upon receiving such
notice of resignation of the Trustee, the Depositor shall promptly appoint a
successor trustee acceptable to the NIMS Insurer by written instrument, in
duplicate, which instrument shall be delivered to the resigning Trustee and to
the successor trustee. A copy of such instrument shall be delivered to the
Certificateholders, the Trustee and the Master Servicer by the Depositor. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Depositor or the NIMS Insurer, or if at any time the
Trustee shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or a receiver of the Trustee or of its respective property shall be
appointed, or any public officer shall take charge or control of the Trustee or
of its respective property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or the NIMS Insurer may remove
the Trustee and appoint a successor trustee acceptable to the NIMS Insurer by
written instrument, in duplicate, which instrument shall be delivered to the
Trustee so removed and to the successor trustee. A copy of such instrument shall
be delivered to the Certificateholders and the Master Servicer by the Depositor.

         The Holders of Certificates entitled to at least 51% of the Voting
Rights (or the NIMS Insurer upon failure of the Trustee to perform its
obligations hereunder) may at any time remove the Trustee and appoint a
successor trustee acceptable to the NIMS Insurer 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 so removed and one complete set to
the successor so appointed. A copy of such instrument shall be delivered to the
Certificateholders and the Master Servicer by the Depositor.

         Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor trustee as
provided in Section 8.08.

         SECTION 8.08. Successor Trustee.

         Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Depositor, the NIMS Insurer and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor trustee shall become
effective and such successor trustee without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally
named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and related documents and statements, as well as all
moneys, held by it hereunder (other than any Mortgage Files at the time held by
a Custodian, which Custodian shall become the agent of any successor trustee
hereunder), and the Depositor and the predecessor trustee 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 all
such rights, powers, duties and obligations.

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

         Upon acceptance of appointment by a successor trustee as provided in
this Section, the Depositor shall mail notice of the succession of such trustee
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, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.

         SECTION 8.09. Merger or Consolidation of Trustee.

         Any corporation or association into which the Trustee 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
shall be a party, or any corporation or association succeeding to the business
of the Trustee shall be the successor of the Trustee 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 Master
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 and the NIMS Insurer 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 Master
Servicer and the Trustee may consider necessary or desirable. Any such
co-trustee or separate trustee shall be subject to the written approval of the
Master Servicer and the NIMS Insurer. If the Master Servicer and the NIMS
Insurer shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, or in case a Master 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 the 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 Master Servicer hereunder), the Trustee
shall be incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of title to
REMIC I or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee.

         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 and a copy thereof given to the
Depositor, the Master Servicer and the NIMS Insurer.

         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. Appointment of Custodians.

         The Trustee may, with the consent of the Depositor and the Master
Servicer appoint one or more Custodians to hold all or a portion of the Mortgage
Files as agent for the Trustee, by entering into a Custodial Agreement. The
appointment of any Custodian may at any time be terminated and a substitute
Custodian appointed therefor upon the reasonable request of the Master Servicer
to the Trustee, the consent to which shall not be unreasonably withheld. The
Trustee shall pay any and all fees and expenses of any Custodian in accordance
with each Custodial Agreement (provided that if expenses of the kind that would
be reimbursable to the Trustee pursuant to Section 8.05 if incurred by the
Trustee are incurred by the Custodian, the Trustee shall be entitled to
reimbursement under Section 8.05 for such kind of expenses to the extent the
Trustee has paid such expenses on behalf of the Custodian or for which the
Trustee has reimbursed the Custodian). The Trustee initially appoints the
Custodian as Custodian, and the Depositor and the Master Servicer consent to
such appointment. Subject to Article VIII hereof, the Trustee agrees to comply
with the terms of each Custodial Agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders having an interest in any Mortgage File held by such
Custodian. Each Custodian shall be a depository institution or trust company
subject to supervision by federal or state authority, shall have combined
capital and surplus of at least $[_] and shall be qualified to do business in
the jurisdiction in which it holds any Mortgage File. Each Custodial Agreement
may be amended only as provided in Section 11.01. In no event shall the
appointment of any Custodian pursuant to a Custodial Agreement diminish the
obligations of the Trustee hereunder.

         SECTION 8.12. Appointment of Office or Agency.

         The Trustee shall designate an office or agency in the United States
where the Certificates may be surrendered for registration of transfer or
exchange, and presented for final distribution. As of the Closing Date, the
Trustee designates the office of its agent located c/o DB Services Tennessee,
648 Grassmere Park Road, Nashville, Tennessee 37211-3658, Attention: Transfer
Unit, for such purposes.

         SECTION 8.13. Representations and Warranties of the Trustee.

         The Trustee hereby represents and warrants, to the Master Servicer and
the Depositor, 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.

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

                  (vi) No litigation is pending or, to the best 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 its ability to perform its
         obligations under this Agreement or its financial condition.


<PAGE>

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.01. Termination Upon Repurchase or Liquidation of All
Mortgage Loans.

         (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Master Servicer and
the Trustee (other than the obligations of the Master Servicer to the Trustee
pursuant to Section 8.05 and of the Master Servicer to provide for and the
Trustee to make payments in respect of the REMIC Regular Interests or 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 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 (as defined below) of all Mortgage Loans and each REO
Property remaining in REMIC I and (ii) the final payment or other liquidation
(or any advance with respect thereto) of the last Mortgage Loan or REO Property
remaining in REMIC I; provided, however, that in no event shall the trust
created hereby continue beyond the earlier of (a) the "latest possible maturity
date" and (b) the expiration of 21 years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James, living on the date hereof. The purchase by the
Terminator of all Mortgage Loans and each REO Property remaining in REMIC I
shall be at a price (the "Termination Price") equal to the sum of (x) any Swap
Termination Payment owed to the Interest Rate Swap Provider and (y) the greater
of (A) the aggregate fair market value of all of the assets of REMIC I and (B)
the sum of the Stated Principal Balance of the Mortgage Loans (after giving
effect to scheduled payments of principal due during the related Due Period, to
the extent received or advanced, and unscheduled collections of principal
received during the related Prepayment Period) and the appraised fair market
value of the REO Properties plus accrued interest through the end of the
calendar month preceding the month of the final Distribution Date and any
unreimbursed Advances and Servicing Advances(in the case of fair market values
required to be determined under (A) or (B) above, as determined by the
Terminator, the Trustee and, if the Terminator is not the NIMS Insurer, the NIMS
Insurer, as of the close of business on the third Business Day next preceding
the date upon which notice of any such termination is furnished to
Certificateholders pursuant to the third paragraph of this Section 9.01);
provided, however, such option may only be exercised if the Termination Price is
sufficient to pay all interest accrued on, as well as amounts necessary to
retire the note balance of, each class of notes issued pursuant to the Indenture
and any amounts owed to the NIMS Insurer at the time the option is exercised.

         (b) The holders of the Class CE Certificates or the Master Servicer, in
that order, (or if the holders of the Class CE Certificates and the Master
Servicer fail to exercise such right, the NIMS Insurer) 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 shall 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 (A) 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 less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
as of the Cut-off Date and (B) if the Terminator is the Master Servicer and is
an affiliate of the Seller, the Master Servicer shall have delivered to the
Trustee and the NIMS Insurer a written certification that the burdens of
servicing the Mortgage Loans and REO Properties remaining in REMIC I exceed the
benefits of the Servicing Fees that would be realized by the Master Servicer if
it continued to service such assets on behalf of the Trust Fund. By acceptance
of the Residual Certificates, the Holders of the Residual Certificates agree, in
connection with any termination hereunder, to pledge 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 the REMIC Regular Interests shall be
given promptly by the Trustee by letter to Certificateholders mailed (a) in the
event such notice is given in connection with the purchase of the Mortgage Loans
and each REO Property 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 Certificates or (b) otherwise during the month of such final
distribution on or before the Determination Date in such month, in each case
specifying (i) the Distribution Date upon which the Trust Fund shall terminate
and final payment in respect of the REMIC Regular Interests and the Certificates
shall be made upon presentation and surrender of the related Certificates at the
office of the Trustee therein designated, (ii) the amount of any such final
payment, (iii) that no interest shall accrue in respect of the REMIC Regular
Interests or 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 Trustee. The Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. 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 Trustee for deposit in the Distribution Account not later than the last
Business Day preceding the final Distribution Date on the Certificates an amount
in immediately available funds equal to the above-described purchase price. Upon
certification to the Trustee by a Servicing Officer of the making of such final
deposit, the Trustee shall promptly release or cause to be released to the
Terminator the Mortgage Files for the remaining Mortgage Loans, and the Trustee
shall execute all assignments, endorsements and other instruments necessary to
effectuate such transfer.

         (d) Upon presentation of the Certificates by the Certificateholders on
the final Distribution Date, the Trustee 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
Trustee 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 Trustee 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 Trustee
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 Trustee shall pay to the Underwriters all
remaining 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 Trustee as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.

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

         SECTION 9.02. Additional Termination Requirements.

         (a) In the event that the Terminator purchases all the Mortgage Loans
and each REO Property or the final payment on or other liquidation of the last
Mortgage Loan or REO Property remaining in REMIC I pursuant to Section 9.01, the
Trust Fund shall be terminated in accordance with the following additional
requirements:

                  (i) The Trustee shall specify the first day in the 90-day
         liquidation period in a statement attached to each Trust REMIC's final
         Tax Return pursuant to Treasury regulation Section 1.860F-1 and 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 Terminator;

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

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

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

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


<PAGE>

                                   ARTICLE X

                                REMIC PROVISIONS

         SECTION 10.01. REMIC Administration.

         (a) The Trustee shall elect to treat each Trust REMIC as a REMIC under
the Code and, if necessary, under applicable state law. Each such election shall
be made by 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, (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,
(ii) the REMIC II Regular Interests 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, (iii) the Class A Certificates, the Mezzanine Certificates
(exclusive of the right to receive payments from the Net WAC Carryover Reserve
Account or the Swap Account or the obligation to make payments to the Swap
Account), the Class SWAP-IO Interest, the Class CE Interest and the Class P
Interest 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, (v)
the Class CE 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, (vi) the Class P Certificates shall be designated as the Regular
Interests in REMIC V and the Class R-V Interest shall be designated as the
Residual Interest in REMIC V and (vii) REMIC VI Regular Interest SWAP-IO shall
be designated as the Regular Interests in REMIC VI and the Class R-VI Interest
shall be designated as the Residual Interest in REMIC VI. The Trustee shall not
permit the creation of any "interests" in any Trust REMIC (within the meaning of
Section 860G of the Code) other than the REMIC I Regular Interests, the REMIC II
Regular Interests, the Class CE Interest, the Class P Interest, the Class
SWAP-IO Interest and the interests represented by the Certificates.

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

         (c) The Trustee shall pay out of its own funds, without any right of
reimbursement, any and all expenses relating to any tax audit of the Trust Fund
caused by the Trustee (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), other than the
expense of obtaining any tax related Opinion of Counsel except as specified
herein. The Trustee, as agent for each 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 each Class of 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 their acceptance thereof, the Holder of the
largest Percentage Interest of the Residual Certificates hereby agrees to
irrevocably appoint the Trustee or an Affiliate as its agent to perform all of
the duties of the tax matters person for the Trust Fund.

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

         (e) The Trustee shall perform on behalf of each Trust REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, as required by the Code, the REMIC Provisions or other such
compliance guidance, the Trustee 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 shall
serve as the representative of each Trust REMIC. The Master Servicer shall
provide on a timely basis to the Trustee 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 Trustee to enable each of
them to perform their respective obligations under this subsection. In addition,
the Depositor shall provide or cause to be provided to the Trustee within ten
(10) days after the Closing Date, all information or data that the Trustee
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 Trustee shall take such action and shall cause each REMIC
created hereunder to take such action as shall be necessary to create or
maintain the status thereof as a REMIC under the REMIC Provisions (and the
Master Servicer shall assist it, to the extent reasonably requested by it). The
Trustee 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 NIMS Insurer have
received an Opinion of Counsel, addressed to the Trustee and the NIMS Insurer
(at the expense of the party seeking to take such action but in no event at the
expense of the Trustee) to the effect that the contemplated action shall not,
with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Master Servicer take or fail to take any
action (whether or not authorized hereunder) as to which the Trustee and the
NIMS Insurer 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 the respective assets of each, or causing any Trust REMIC to take any
action, which is not contemplated under the terms of this Agreement, the Master
Servicer shall consult with the Trustee, the NIMS Insurer or its 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 Master Servicer shall not take
any such action or cause any Trust REMIC to take any such action as to which the
Trustee or the NIMS Insurer has advised it in writing that an Adverse REMIC
Event could occur. The Trustee or the NIMS Insurer 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. At all times as may be required by
the Code, the Master Servicer on behalf of the Trustee shall ensure that
substantially all of the assets of any Trust REMIC shall 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 any REMIC created hereunder as defined in Section 860F(a)(2) of the Code, on
the "net income from foreclosure property" of such REMIC as defined in Section
860G(c) of the Code, on any contributions to any such 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 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, (ii) to the Master Servicer pursuant to
Section 10.03 hereof, if such tax arises out of or results from a breach by the
Master Servicer of any of its obligations under Article III or this Article X,
or otherwise (iii) against amounts on deposit in the Distribution Account and
shall be paid by withdrawal therefrom.

         (h) On or before April 15th of each calendar year, commencing April 15,
2006, the Trustee shall deliver to the Master Servicer, the NIMS Insurer and
each Rating Agency a Certificate from a Responsible Officer of the Trustee
stating, without regard to any action taken by any party other than the Trustee,
the Trustee's compliance with this Article X.

         (i) The Trustee shall, for federal income tax purposes, maintain books
and records with respect to each Trust REMIC on a calendar year and on an
accrual basis. The Trustee shall apply for an Employer Identification Number for
the Trust Fund from the Internal Revenue Service via a Form SS-4 or such other
form as is appropriate.

         (j) Following the Startup Day, the Trustee 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 shall not cause the related REMIC to
fail to qualify as a REMIC at any time that any Certificates are outstanding or
subject such REMIC to any tax under the REMIC Provisions or other applicable
provisions of federal, state and local law or ordinances.

         (k) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which any Trust REMIC shall receive a fee or other compensation
for services nor permit any such REMIC to receive any income from assets other
than the Mortgage Pool which are deemed to constitute "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code.

         SECTION 10.02. Prohibited Transactions and Activities.

         None of the Depositor, the Master Servicer or the Trustee shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the foreclosure of a Mortgage Loan, including but not limited to, the
acquisition or sale of a Mortgaged Property acquired by deed in lieu of
foreclosure, (ii) the bankruptcy of REMIC I, (iii) the termination of REMIC I
pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
Article II or III of this Agreement), or acquire any assets for any Trust REMIC
(other than REO Property acquired in respect of a defaulted Mortgage Loan), or
sell or dispose of any investments in the Collection Account or the Distribution
Account for gain, or 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 NIMS Insurer (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) that such sale,
disposition, substitution, acquisition or contribution shall 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. Master Servicer and Trustee Indemnification.

         (a) The Trustee agrees to indemnify the Trust Fund, the NIMS Insurer,
the Depositor and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Depositor or the Master Servicer, caused solely by the Trustee's
failure to act in accordance with its standard of care set forth in this Article
X or any state, local or franchise taxes imposed upon the Trust as a result of
the location of the Trustee.

         (b) The Master Servicer agrees to indemnify the Trust Fund, the NIMS
Insurer, the Depositor 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 or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in Article III or this Article X or any state,
local or franchise taxes imposed upon the Trust as a result of the location of
the Master Servicer or any subservicer.


<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01. Amendment.

         This Agreement or any Custodial Agreement may be amended from time to
time by the Depositor, the Master Servicer, the Trustee and, if applicable, the
Custodian with the consent of the NIMS Insurer and 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 in any Custodial Agreement, or (iii) to
make any other provisions with respect to matters or questions arising under
this Agreement or in any Custodial Agreement which shall not be inconsistent
with the provisions of this Agreement or such Custodial Agreement, provided that
such action shall not adversely affect in any material respect the interests of
any Certificateholder, as evidenced by either (i) an Opinion of Counsel
delivered to the Master Servicer and the Trustee to such effect or (ii)
confirmation from the Rating Agencies that such amendment shall not result in
the reduction or withdrawal of the rating of any outstanding Class of
Certificates. No amendment shall be deemed to adversely affect in any material
respect the interests of any Certificateholder who shall have consented thereto,
and no Opinion of Counsel shall be required to address the effect of any such
amendment on any such consenting Certificateholder.

         This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor, the Master Servicer, the NIMS Insurer and the Trustee
with the consent of the NIMS Insurer and the Holders of Certificates entitled to
at least 66% of the Voting Rights for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or
any Custodial Agreement or of modifying in any manner the rights of the Interest
Rate Swap 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 Interest Rate Swap
Provider or Holders or of any Class of Certificates (as evidenced by either (i)
an Opinion of Counsel delivered to the Trustee or (ii) written notice to the
Depositor, the Master Servicer and the Trustee from the Rating Agencies that
such action shall 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), or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Master Servicer or any Affiliate thereof shall be entitled
to Voting Rights with respect to matters affecting such Certificates.

         Notwithstanding any contrary provision of this Agreement, neither the
Trustee nor the NIMS Insurer shall consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel satisfactory to the
NIMS Insurer to the effect that such amendment shall 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.

         Notwithstanding any of the other provisions of this Section 11.01, none
of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment of this Agreement that would significantly change the permitted
activities of the Trust Fund without the consent of the NIMS Insurer and the
Holders of Certificates that represent more than 50% of the aggregate
Certificate Principal Balance of all Certificates.

         Notwithstanding any of the other provisions of this Section 11.01, none
of the Depositor, the Master Servicer or the Trustee shall enter into any
amendment to Section 3.05(c)(i), Section 4.01(f), Section 4.10 or Section 11.10
of this Agreement or any other amendment that would have a material adverse
affect on the Interest Rate Swap Provider without the prior written consent of
the Interest Rate Swap Provider.

         Promptly after the execution of any such amendment the Trustee 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 Trustee 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.

         The Trustee may, but shall not be obligated to enter into any amendment
pursuant to this Section that affects its respective rights, duties and
immunities under this Agreement or otherwise.

         SECTION 11.02. Recordation of Agreement; Counterparts.

                  To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Master Servicer at the expense of the Certificateholders, but
only upon direction of the Trustee 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 a written notice of default and of
the continuance thereof, as hereinbefore provided, and (ii) the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
the name of the Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee, for 15 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding. It is
understood and intended, and expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner 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
and the Trustee 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 excluding the choice
of laws provisions therein.

         SECTION 11.05. Notices.

         All directions, demands, requests, authorizations and notices hereunder
shall be in writing and shall be deemed to have been duly given when received if
personally delivered at or mailed by first class mail, postage prepaid, or by
express delivery service, facsimile, electronic mail or delivered in any other
manner specified herein, to (a) in the case of the Depositor, 1100 Town &
Country Road, Suite 1100, Orange, California 92868, Attention: Capital Markets
(telecopy number: (714) 245-0198), or such other address or telecopy number as
may hereafter be furnished to the Master Servicer, the NIMS Insurer and the
Trustee in writing by the Depositor, (b) in the case of the Master Servicer,
1100 Town & Country Road, 11th Floor, Orange, California 92868, Attention:
General Counsel (telecopy number: (714) 564-9639), or such other address or
telecopy number as may hereafter be furnished to the Trustee, the NIMS Insurer
and the Depositor in writing by the Master Servicer, (c) in the case of the
Trustee, [_] or such other address or telecopy number as may hereafter be
furnished to the Master Servicer, the NIMS Insurer and the Depositor in writing
by the Trustee and (d) in the case of the NIMS Insurer, such address furnished
to the Depositor, the Master Servicer and the Trustee in writing by the NIMS
Insurer. 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 and the NIMS Insurer.

         The Trustee shall use its best efforts promptly to provide notice to
the Rating Agencies and the NIMS Insurer with respect to each of the following
of which it has actual knowledge:

         1. Any material change or amendment to this Agreement;

         2. The occurrence of any Master Servicer Event of Default that has not
been cured or waived;

         3. The resignation or termination of the Master Servicer 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 Trustee, were it
to succeed as Master Servicer, to make advances regarding delinquent Mortgage
Loans; and

         8. The filing of any claim under the Master Servicer's blanket bond and
errors and omissions insurance policy required by Section 3.09 or the
cancellation or material modification of coverage under any such instrument.

         In addition, the Trustee shall promptly furnish to each Rating Agency
and the NIMS Insurer copies of each report to Certificateholders described in
Section 4.02 and the Master Servicer, as required pursuant to Section 3.19 and
Section 3.20, shall promptly furnish to each Rating Agency copies of the
following:

         1. Each annual statement as to compliance described in Section 3.19;
and

         2. Each annual independent public accountants' servicing report
described in Section 3.20.

         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 Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, to Fitch
Ratings, One State Street Plaza, New York, New York 10004 and to Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041, 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 or
the Seller. However, in the event that, notwithstanding the aforementioned
intent of the parties, the Mortgage Loans are held to be property of the
Depositor or the Seller, then, (a) it is the express intent of the parties that
such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
Trustee to secure a debt or other obligation of the Depositor or the Seller and
(b)(1) this Agreement shall also be deemed to be a security agreement within the
meaning of Articles 8 and 9 of the 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 Seller and the
Depositor to the Trustee of a security interest in all of the Seller's and 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
on behalf of the Certificateholders 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
and the transfer pursuant to the Mortgage Loan Purchase Agreement 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.

         Each of the NIMS Insurer and the Interest Rate Swap Provider shall be
third-party beneficiaries of this Agreement to the same extent as if they were
parties hereto, and shall have the right to enforce the provisions of this
Agreement. Without limiting the generality of the foregoing, provisions herein
that refer to the "benefit" of Certificateholders or the "interests" of the
Certificateholders or actions "for the benefit of" Certificateholders also
include an implicit reference to the benefits or interests of the NIMS Insurer,
if any.



<PAGE>



         IN WITNESS WHEREOF, the Depositor, the Master Servicer 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.

                                     AMERIQUEST MORTGAGE SECURITIES INC.,
                                        as Depositor


                                     By:       /s/ John P. Grazer
                                               ---------------------------------
                                     Name:     John P. Grazer
                                     Title:    Chief Financial Officer


                                     AMERIQUEST MORTGAGE COMPANY,
                                        as Master Servicer


                                     By:       /s/ John P. Grazer
                                               ---------------------------------
                                     Name:     John P. Grazer
                                     Title:    Executive Vice President


                                     [-],
                                        as Trustee


                                     By:       /s/ Valerie Delgado
                                               ---------------------------------
                                     Name:     Valerie Delgado
                                     Title:    Assistant Vice President

                                     By:       /s/ Ronaldo Reyes
                                               ---------------------------------
                                     Name:     Ronaldo Reyes
                                     Title:    Vice President





<PAGE>




STATE OF CALIFORNIA        )
                           )   ss.:
COUNTY OF ORANGE           )

         On the ___ day of __________ [_], before me, a notary public in and for
said State, personally appeared ____________, known to me to be a(n)
________________ of Ameriquest Mortgage Securities Inc., 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 entity, 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]


<PAGE>




STATE OF CALIFORNIA       )
                          )   ss.:
COUNTY OF ORANGE          )


         On the ___ day of __________ [_], before me, a notary public in and for
said State, personally appeared __________________, known to me to be a(n)
_________________ of Ameriquest Mortgage Company, 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 entity, 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]


<PAGE>




STATE OF CALIFORNIA         )
                            )   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(n)
____________________ 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 entity, 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

<PAGE>


                                   EXHIBIT A-1

                          FORM OF CLASS A-1 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").


Series [_], Class A-1                Aggregate Certificate Principal Balance of
                                     the Class A-1 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
         RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE
         RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE
         CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
         DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-1 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-1 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the Trustee, the NIMS Insurer (if any) or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Master Servicer, the
Trustee, the NIMS Insurer (if any), the Certificate Registrar or any such agent
shall be affected by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-2A

                         FORM OF CLASS A-2A CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").


Series [_], Class A-2A               Aggregate Certificate Principal Balance of
                                     the Class A-2A Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2A Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2A Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2A Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-2B

                         FORM OF CLASS A-2B CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").


Series [_], Class A-2B               Aggregate Certificate Principal Balance of
                                     the Class A-2B Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]




         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2B Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2B Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2B Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                           [_]

                                           as Trustee


                                           By:__________________________________
                                                       Authorized Officer




                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [_]

                                           as Certificate Registrar


                                           By:__________________________________
                                                      Authorized Signatory


<PAGE>



                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-2C

                         FORM OF CLASS A-2C CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").


Series [_], Class A-2C               Aggregate Certificate Principal Balance of
                                     the Class A-2C Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2C Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2C Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2C Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>



                                                   ABBREVIATIONS

                  The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.



                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:




Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-2D

                         FORM OF CLASS A-2D CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").


Series [_], Class A-2D               Aggregate Certificate Principal Balance of
                                     the Class A-2D Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class A-2D Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class A-2D Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class A-2D Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT


         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-1

                          FORM OF CLASS M-1 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.


Series [_], Class M-1                Aggregate Certificate Principal Balance of
                                     the Class M-1 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-1 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-1 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-1 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-2

                          FORM OF CLASS M-2 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.


Series [_], Class M-2               Aggregate Certificate Principal Balance of
                                    the Class M-2 Certificates as of the Issue
                                    Date: $[_]

Pass-Through Rate: Variable         Denomination:     $[_]

Date of Pooling and Servicing       Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]     Company

First Distribution Date: [_]        Trustee: [_]

No. 1
                                    Issue Date: [_]

                                    CUSIP: [_]

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
         CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.
         ACCORDINGLY, THE
         OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE
         LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
         CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-2 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-2 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-2 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-3

                          FORM OF CLASS M-3 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.


Series [_], Class M-3                Aggregate Certificate Principal Balance of
                                     the Class M-3 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]



         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-3 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-3 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-3 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-4

                          FORM OF CLASS M-4 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.


Series [_], Class M-4                Aggregate Certificate Principal Balance of
                                     the Class M-4 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-4 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-4 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-4 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-5

                          FORM OF CLASS M-5 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.


Series [_], Class M-5                Aggregate Certificate Principal Balance of
                                     the Class M-5 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-5 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-5 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-5 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-6

                          FORM OF CLASS M-6 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A CERTIFICATES,
         THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3
         CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5
         CERTIFICATES
         TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED
         TO HEREIN.

Series [_], Class M-6                Aggregate Certificate Principal Balance of
                                     the Class M-6 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-6 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-6 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-6 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-7

                         CLASS OF CLASS M-7 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
         CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

Series [_], Class M-7                Aggregate Certificate Principal Balance of
                                     the Class M-7 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

         CUSIP: [_] DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE
         PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS
         SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
         PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE
         AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-7 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-7 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-7 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-8

                          FORM OF CLASS M-8 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
         CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
         CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

Series [_], Class M-8                Aggregate Certificate Principal Balance of
                                     the Class M-8 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-8 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-8 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-8 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-M-9

                          FORM OF CLASS M-9 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
         CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
         CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE CLASS M-8
         CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
         SERVICING AGREEMENT REFERRED TO HEREIN.

Series [_], Class M-9                Aggregate Certificate Principal Balance of
                                     the Class M-9 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-9 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-9 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-9 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                 EXHIBIT A-M-10

                         FORM OF CLASS M-10 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO EACH CLASS OF CLASS A
         CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2
         CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4
         CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6
         CERTIFICATES, THE CLASS M-7 CERTIFICATES, THE CLASS M-8
         CERTIFICATES AND THE CLASS M-9 CERTIFICATES TO THE EXTENT
         DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

Series [_], Class M-10               Aggregate Certificate Principal Balance of
                                     the Class M-10 Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]

         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Cede & Co. is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class M-10 Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class M-10 Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class M-10 Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         The Pass-Through Rate applicable to the calculation of interest payable
with respect to this Certificate on any Distribution Date shall be the lesser of
(x) the related Formula Rate for such Distribution Date and (y) the Net WAC
Pass-Through Rate for such Distribution Date. For any Distribution Date and this
Certificate, the Formula Rate is the lesser of (a) One-Month LIBOR plus the
Certificate Margin and (b) the Maximum Cap Rate. The Certificate Margin with
respect to this Certificate shall be determined in accordance with the terms of
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-CE

                          FORM OF CLASS CE CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES
         AND THE MEZZANINE CERTIFICATES TO THE EXTENT DESCRIBED IN THE
         POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

Series [_], Class CE                 Aggregate Certificate Principal Balance of
                                     the Class CE Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that [_] is the registered owner of a Percentage
Interest (obtained by dividing the denomination of this Certificate by the
aggregate Certificate Principal Balance of the Class CE Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class CE Certificates in a REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among Ameriquest Mortgage
Securities Inc. (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Master Servicer and the Trustee, a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                   EXHIBIT A-P

                           FORM OF CLASS P CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT", AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
         SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
         AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

Series [_], Class P                  Aggregate Certificate Principal Balance of
                                     the Class P Certificates as of the Issue
                                     Date: $[_]

Pass-Through Rate: Variable          Denomination:     $[_]

Date of Pooling and Servicing        Master Servicer: Ameriquest Mortgage
Agreement and Cut-off Date: [_]      Company

First Distribution Date: [_]         Trustee: [_]

No. 1
                                     Issue Date: [_]

                                     CUSIP: [_]


         DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL
         BALANCE OF THIS CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH
         HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE PRINCIPAL
         BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
         ABOVE AS THE DENOMINATION OF THIS CERTIFICATE.


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that [Credit Suisse First Boston LLC/Deutsche Bank
Securities] is the registered owner of a Percentage Interest (obtained by
dividing the denomination of this Certificate by the aggregate Certificate
Principal Balance of the Class P Certificates as of the Issue Date) in that
certain beneficial ownership interest evidenced by all the Class P Certificates
in a REMIC created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Ameriquest Mortgage Securities Inc.
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Master Servicer and the Trustee, a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class P Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                   EXHIBIT A-R

                           FORM OF CLASS R CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED
         STATES PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
         IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN
         AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)
         THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
         INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
         OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
         COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
         SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
         OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
         1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
         FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
         REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT
         OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND
         (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
         RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
         TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
         CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
         OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
         SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
         AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
         FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
         RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
         THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE
         CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
         DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
         BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series [_], Class R                 Aggregate Percentage Interest of the Class R
                                    Certificates as of the Issue Date: 100%
                                    Percentage Interest

Date of Pooling and Servicing       Denomination: 100% Percentage Interest
Agreement and Cut-off Date: [_]

First Distribution Date: [_]        Master Servicer: Ameriquest Mortgage Company

No. 1                               Trustee:  [_]


CUSIP: [_]                          Issue Date: [_]


<PAGE>


                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Wachovia Bank N.A. is the registered owner of a
Percentage Interest specified above in that certain beneficial ownership
interest evidenced by all the Class R Certificates in a REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer (if any), the Trustee and the
rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as residual
interests in three REMICs, (B) it will include in its income a PRO RATA share of
the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                  EXHIBIT A-R-X

                          FORM OF CLASS R-X CERTIFICATE

         THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON- UNITED
         STATES PERSON.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
         IS A "RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
         CONDUIT" ("REMIC"), AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
         IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
         1986, AS AMENDED (THE "CODE").

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
         OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS
         REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR
         TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
         UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
         TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02
         OF THE AGREEMENT.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION
         5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
         HEREIN.

         NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
         OTHER RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE
         EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
         ("ERISA"), OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE
         WITH THE PROCEDURES DESCRIBED HEREIN.

         ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE
         MAY BE MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN
         AFFIDAVIT TO THE TRUSTEE THAT (A) SUCH TRANSFEREE IS NOT (1)
         THE UNITED STATES OR ANY POSSESSION THEREOF, ANY STATE OR
         POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
         INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
         OF ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A
         COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE) THAT IS
         EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS
         SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511
         OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION
         1381(A)(2)(C) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE
         FOREGOING CLAUSES (1), (2) OR (3) SHALL HEREINAFTER BE
         REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN AGENT
         OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH
         TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND
         (II) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS
         RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
         TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
         CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER
         DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION
         OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
         SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER
         AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
         FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
         RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF
         THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE
         CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH AND THE
         PROVISIONS OF SECTION 5.02(C) OF THE POOLING AND SERVICING
         AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
         DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING
         BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.


Series [_], Class R-X               Aggregate Percentage Interest of the Class
                                    R-X Certificates as of the Issue Date: 100%
                                    Percentage Interest

Date of Pooling and Servicing       Denomination: 100% Percentage Interest
Agreement and Cut-off Date: [_]

First Distribution Date: [_]        Master Servicer: Ameriquest Mortgage Company

No. 1                               Trustee:  [_]

CUSIP: [_]                          Issue Date: [_]


<PAGE>



                      ASSET-BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a Trust Fund (the "Trust Fund")
consisting primarily of a pool of conventional one- to four-family
adjustable-rate and fixed-rate first lien mortgage loans (the "Mortgage Loans")
formed and sold by

                       AMERIQUEST MORTGAGE SECURITIES INC.

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR
         INTEREST IN AMERIQUEST MORTGAGE SECURITIES INC., THE MASTER
         SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.
         NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
         GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
         STATES.

         This certifies that Wachovia Bank N.A. is the registered owner of a
Percentage Interest specified above in that certain beneficial ownership
interest evidenced by all the Class R-X Certificates in a REMIC created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Ameriquest Mortgage Securities Inc. (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Master Servicer and the Trustee, a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
the capitalized terms used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.

         Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
First Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Record Date, in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class R-X Certificates on such Distribution
Date pursuant to the Agreement.

         All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Trustee in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of the Person entitled thereto, as such name and address shall appear on
the Certificate Register. Notwithstanding the above, the final distribution on
this Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency appointed by the Trustee for that purpose as provided in
the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing a Percentage
Interest in the Class of Certificates specified on the face hereof equal to the
denomination specified on the face hereof divided by the aggregate Certificate
Principal Balance of the Class of Certificates specified on the face hereof.

         The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. As provided in the Agreement, withdrawals from the
Collection Account and the Distribution Account may be made from time to time
for purposes other than distributions to Certificateholders, such purposes
including reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans.

         The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Master Servicer, the NIMS Insurer,(if any) and the Trustee and
the rights of the Certificateholders under the Agreement at any time by the
Depositor, the Master Servicer, the NIMS Insurer (if any) and the Trustee with
the consent of the NIMS Insurer (if any) and the Holders of Certificates
entitled to at least 66% of the Voting Rights. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Agreement also permits the
amendment thereof, in certain limited circumstances, without the consent of the
Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

         The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

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

         No transfer of this Certificate to a Plan subject to ERISA or Section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(c) of the Agreement.

         Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trustee (i) an
affidavit to the effect that such transferee is any Person other than a
Disqualified Organization or the agent (including a broker, nominee or
middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R-X Certificates have been designated as
residual interests in three REMICs, (B) it will include in its income a PRO RATA
share of the net income of the Trust Fund and that such income may be an "excess
inclusion," as defined in the Code, that, with certain exceptions, cannot be
offset by other losses or benefits from any tax exemption, and (C) it expects to
have the financial means to satisfy all of its tax obligations including those
relating to holding the Class R-X Certificates. Notwithstanding the registration
in the Certificate Register of any transfer, sale or other disposition of this
Certificate to a Disqualified Organization or an agent (including a broker,
nominee or middleman) of a Disqualified Organization, such registration shall be
deemed to be of no legal force or effect whatsoever and such Person shall not be
deemed to be a Certificateholder for any purpose, including, but not limited to,
the receipt of distributions in respect of this Certificate.

         The Holder of this Certificate, by its acceptance hereof, shall be
deemed to have consented to the provisions of Section 5.02 of the Agreement and
to any amendment of the Agreement deemed necessary by counsel of the Depositor
to ensure that the transfer of this Certificate to any Person other than a
Permitted Transferee or any other Person will not cause the Trust Fund to cease
to qualify as a REMIC or cause the imposition of a tax upon the REMIC.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.

         The Depositor, the Master Servicer, the Trustee, the NIMS Insurer (if
any) and the Certificate Registrar and any agent of the Depositor, the Master
Servicer, the NIMS Insurer (if any) or the Certificate Registrar may treat the
Person in whose name this Certificate is registered as the owner hereof for all
purposes, and none of the Depositor, the Master Servicer, the Trustee, the NIMS
Insurer (if any), the Certificate Registrar or any such agent shall be affected
by notice to the contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trustee and required to be paid to them pursuant to the Agreement
following the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in REMIC I,
and (ii) the purchase by the party designated in the Agreement at a price
determined as provided in the Agreement from REMIC I of all the Mortgage Loans
and all property acquired in respect of such Mortgage Loans. The Agreement
permits, but does not require, the party designated in the Agreement to purchase
from REMIC I all the Mortgage Loans and all property acquired in respect of any
Mortgage Loan at a price determined as provided in the Agreement. The exercise
of such right will effect early retirement of the Certificates; however, such
right cannot be exercised until the Optional Termination Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.

Dated: [_]

                                    [_]
                                    as Trustee


                                    By:_____________________________________
                                                Authorized Officer



                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                    [_]
                                    as Certificate Registrar


                                    By:___________________________________
                                                Authorized Signatory


<PAGE>


                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM -  as tenants in common            UNIF GIFT MIN ACT -     Custodian
                                                                _______________
TEN ENT -  as tenants by the entireties                         (Cust) (Minor)
                                                                under Uniform
                                                                  Gifts to
                                                                 Minors Act
JT TEN -   as joint  tenants with right                         _______________
           if  survivorship  and not as                            (State)
           tenants in common

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)

a Percentage Interest equal to____% evidenced by the within Asset-Backed
Pass-Through Certificate and hereby authorize(s) the registration of transfer of
such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Certificate Registrar to issue a new
Certificate of a like Percentage Interest and Class to the above named assignee
and deliver such Certificate to the following address:
________________________________________________________________________________
________________________________________________________________________________

Dated:
                                    ____________________________________________
                                    Signature by or on behalf of assignor


                                    ____________________________________________
                                    Signature Guaranteed


<PAGE>


                            DISTRIBUTION INSTRUCTIONS

         The assignee should include the following for purposes of distribution:

         Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________,
for the account of ____________________________________________________________,
account number_________, or, if mailed by check, to ___________________________,
Applicable statements should be mailed to _____________________________________,
_______________________________________________________________________________.

This information is provided by________________________________________________,
the assignee named above, or___________________________________________________,
as its agent.


<PAGE>


                                    EXHIBIT B

                           FORM OF LOST NOTE AFFIDAVIT

Loan #: ____________
Borrower: _____________

         I, as ____________________ of ______________________, a _______________
corporation am authorized to make this Affidavit on behalf of
_____________________ (the "Seller"). In connection with the administration of
the Mortgage Loans held by ____________________, a _________________ corporation
as Seller on behalf of Ameriquest Mortgage Securities Inc. (the "Purchaser"),
_____________________ (the "Deponent"), being duly sworn, deposes and says that:

1.                The Seller's address is: _____________________
                                           _____________________
                                           _____________________

2.                The Seller previously delivered to the Purchaser a signed
                  Initial Certification with respect to such Mortgage and/or
                  Assignment of Mortgage;

3.                Such Mortgage Note and/or Assignment of Mortgage was assigned
                  or sold to the Purchaser by ________________________, a
                  ____________ corporation pursuant to the terms and provisions
                  of a Mortgage Loan Purchase Agreement dated as of __________
                  __, _____;

4.                Such Mortgage Note and/or Assignment of Mortgage is not
                  outstanding pursuant to a request for release of Documents;

5.                Aforesaid Mortgage Note and/or Assignment of Mortgage (the
                  "Original") has been lost;

6.                Deponent has made or caused to be made a diligent search for
                  the Original and has been unable to find or recover same;

7.                The Seller was the Seller of the Original at the time of the
                  loss; and

8.                Deponent agrees that, if said Original should ever come into
                  Seller's possession, custody or power, Seller will immediately
                  and without consideration surrender the Original to the
                  Purchaser.

9.                Attached hereto is a true and correct copy of (i) the Note,
                  endorsed in blank by the Mortgagee and (ii) the Mortgage or
                  Deed of Trust (strike one) which secures the Note, which
                  Mortgage or Deed of Trust is recorded in the county where the
                  property is located.

10.               Deponent hereby agrees that the Seller (a) shall indemnify
                  and hold harmless the Purchaser, its successors and assigns,
                  against any loss, liability or damage, including reasonable
                  attorney's fees, resulting from the unavailability of any
                  Notes, including but not limited to any loss, liability or
                  damage arising from (i) any false statement contained in this
                  Affidavit, (ii) any claim of any party that has already
                  purchased a mortgage loan evidenced by the Lost Note or any
                  interest in such mortgage loan, (iii) any claim of any
                  borrower with respect to the existence of terms of a mortgage
                  loan evidenced by the Lost Note on the related property to the
                  fact that the mortgage loan is not evidenced by an original
                  note and (iv) the issuance of a new instrument in lieu thereof
                  (items (i) through (iv) above hereinafter referred to as the
                  "Losses") and (b) if required by any Rating Agency in
                  connection with placing such Lost Note into a Pass-Through
                  Transfer, shall obtain a surety from an insurer acceptable to
                  the applicable Rating Agency to cover any Losses with respect
                  to such Lost Note.

11.               This Affidavit is intended to be relied upon by the Purchaser,
                  its successors and assigns. _____________________, a
                  ______________ corporation represents and warrants that it has
                  the authority to perform its obligations under this Affidavit
                  of Lost Note.

Executed this ____ day, of ___________ ______.

                                                SELLER


                                                By:_____________________________
                                                    Name:
                                                    Title:

         On this _____ day of ________, _____, before me appeared
_________________ to me personally known, who being duly sworn did say that he
is the _____________________ of ____________________ a ______________
corporation and that said Affidavit of Lost Note was signed and sealed on behalf
of such corporation and said acknowledged this instrument to be the free act and
deed of said corporation.

                                                  Signature:

                                                  [Seal]


<PAGE>


                                   EXHIBIT C-1

                     FORM OF TRUSTEE'S INITIAL CERTIFICATION

                                                                       [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of [_], among
                  Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and [_] , relating to Ameriquest Mortgage Securities
                  Inc., Asset-Backed Pass-Through Certificates, Series [_]

Ladies and Gentlemen:

Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of
[_], among Ameriquest Mortgage Securities Inc. as depositor, Ameriquest Mortgage
Company as master servicer and [_] as trustee, we hereby acknowledge that as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents constituting part of such Mortgage File (other than such documents
described in Section 2.01(v)) required to be delivered to it pursuant to this
Agreement are in its possession, (ii) such documents have been reviewed by it or
such Custodian and are not mutilated, torn or defaced unless initialed by the
related borrower and relate to such Mortgage Loan, (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1) through (3), (6),
(9), (10), (13), (15) and (19) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File.

         The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
above-referenced Pooling and Servicing Agreement. The Trustee makes no
representations as to: (i) the validity, legality, sufficiency, recordability,
enforceability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule; or
(ii) the collectability, insurability, perfection, priority, effectiveness or
suitability of any such Mortgage Loan.

         The Trustee was under no duty or obligation (i) to inspect, review or
examine any such documents, instruments, certificates or other papers to
determine whether they are genuine, enforceable, or appropriate for the
represented purpose or whether they have actually been recorded or that they are
other than what they purport to be on their face or (ii) to determine whether
any Mortgage File should include any of the documents specified in clause (v) of
Section 2.01.

         Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.

                                                [_]
                                                , as Trustee


                                                By:_____________________________
                                                     Name:
                                                     Title:


<PAGE>


                                   EXHIBIT C-2

                      FORM OF TRUSTEE'S FINAL CERTIFICATION

                                                                       [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868



         Re:      Pooling and Servicing Agreement, dated as of [_], among
                  Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and [_], relating to Ameriquest Mortgage Securities
                  Inc., Asset-Backed Pass-Through Certificates, Series [_]

Ladies and Gentlemen:

                  In accordance with Section 2.02 of the above-captioned Pooling
and Servicing Agreement, the undersigned, as Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the attachment hereto), it or a
Custodian on its behalf has received each of the documents listed in Section
2.01.

                  The Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Pooling and Servicing Agreement. The Trustee
makes no representations as to: (i) the validity, legality, sufficiency,
recordability, enforceability or genuineness of any of the documents contained
in the Mortgage File of any of the Mortgage Loans identified on the Mortgage
Loan Schedule, or (ii) the collectability, insurability, perfection, priority,
effectiveness or suitability of any such Mortgage Loan.

                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.


<PAGE>


                                                [_]
                                                , as Trustee


                                                By:_____________________________
                                                     Name:
                                                     Title:


<PAGE>


                                   EXHIBIT C-3

                   FORM OF TRUSTEE'S RECEIPT OF MORTGAGE NOTE

                                                                       [Date]

Ameriquest Mortgage Securities Inc.
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Pooling and Servicing Agreement, dated as of [_], among
                  Ameriquest Mortgage Securities Inc., Ameriquest Mortgage
                  Company and [_], relating to Ameriquest Mortgage Securities
                  Inc., Asset-Backed Pass-Through Certificates, Series [_]

Ladies and Gentlemen:

Pursuant to Section 2.01 of the Pooling and Servicing Agreement, dated as of
[_], among Ameriquest Mortgage Securities Inc. as depositor, Ameriquest Mortgage
Company as master servicer and [_] as trustee, we hereby acknowledge the receipt
of the original Mortgage Note for each Mortgage Loan with any exceptions thereto
listed on Exhibit 1.
         Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.

                                                [_]
                                                , as Trustee


                                                By:_____________________________
                                                     Name:
                                                     Title:


<PAGE>


                                    EXHIBIT D

                    FORM OF MORTGAGE LOAN PURCHASE AGREEMENT


<PAGE>


                                    EXHIBIT E

                        REQUEST FOR RELEASE OF DOCUMENTS

To:      [_]


           Re:    Pooling and Servicing Agreement, dated as of [_], among
                  Ameriquest Mortgage Securities Inc., as depositor, Ameriquest
                  Mortgage Company, as master servicer, and [_], as trustee.

                  In connection with the administration of the Mortgage Loans
                  held by you as Trustee pursuant to the above-captioned Pooling
                  and Servicing Agreement, we request the release, and hereby
                  acknowledge receipt, of the Trustee's Mortgage File for the
                  Mortgage Loan described below, for the reason indicated.


MORTGAGE LOAN NUMBER:

MORTGAGOR NAME, ADDRESS & ZIP CODE:

REASON FOR REQUESTING DOCUMENTS (check one):


____1.   Mortgage Paid in Full

____2.   Foreclosure

____3.   Substitution

____4.   Other Liquidation (Repurchases, etc.)

____5.   Nonliquidation                         Reason: _________________

Address to which Trustee should
deliver the Trustee's Mortgage File:

_____________________________
_____________________________


<PAGE>


By:      _____________________________________
                  (authorized signer)


Issuer:  _____________________________________
Address: _____________________________________
Date:    _____________________________________

TRUSTEE

[_]


         Please acknowledge the execution of the above request by your signature
and date below:

______________________________                  _______________________
Signature                                       Date

Documents returned to Trustee:
______________________________                  _______________________
Trustee                                         Date


<PAGE>


                                   EXHIBIT F-1

                    FORM OF TRANSFEROR REPRESENTATION LETTER

                                                                         [DATED]

[_]


         Re:      Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
                  Certificates, Series [_], Class [CE] [P], [representing
                  a______% Percentage Interest] [with an aggregate Certificate
                  Principal Balance of _____] [with a Notional Amount of ____]


Ladies and Gentlemen:

         In connection with the transfer by _____________ (the "Transferor") to
________________ (the "Transferee") of the above-captioned asset-backed
pass-through certificates (the "Certificates"), the Transferor hereby certifies
as follows:

Neither the Transferor nor anyone acting on its behalf has (a) offered, pledged,
sold, disposed of or otherwise transferred any Certificate, any interest in any
Certificate or any other similar security to any person in any manner, (b) has
solicited any offer to buy or to accept a pledge, disposition or other transfer
of any Certificate, any interest in any Certificate or any other similar
security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, (e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the "1933 Act"), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement, dated as of [_] (the "Pooling and
Servicing Agreement"), among Ameriquest Mortgage Securities Inc. as Depositor,
Ameriquest Mortgage Company as Master Servicer and [_] as Trustee, pursuant to
which Pooling and Servicing Agreement the Certificates were issued.


<PAGE>


         Capitalized terms used but not defined herein shall have the meanings
assigned thereto in the Pooling and Servicing Agreement.

                                                Very truly yours,

                                                [Transferor]


                                                By:_____________________________
                                                       Name:
                                                       Title:


<PAGE>


                    FORM OF TRANSFEREE REPRESENTATION LETTER

                                                                       [Date]

[_]




         Re:      Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
                  Certificates, Series [_], Class [CE] [P], [representing a ___
                  % Percentage Interest] [with an aggregate Certificate
                  Principal Balance of ___] [with a Notional Amount of ___]

Ladies and Gentlemen:

                  In connection with the purchase from ______________ (the
"Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

                  1. The Transferee is a "qualified institutional buyer" as that
         term is defined in Rule 144A ("Rule 144A") under the Securities Act of
         1933, as amended (the "1933 Act") and has completed either of the forms
         of certification to that effect attached hereto as Annex 1 or Annex 2.
         The Transferee is aware that the sale to it is being made in reliance
         on Rule 144A. The Transferee is acquiring the Certificates for its own
         account or for the account of a qualified institutional buyer, and
         understands that such Certificate may be resold, pledged or transferred
         only (i) to a person reasonably believed to be a qualified
         institutional buyer that purchases for its own account or for the
         account of a qualified institutional buyer to whom notice is given that
         the resale, pledge or transfer is being made in reliance on Rule 144A,
         or (ii) pursuant to another exemption from registration under the 1933
         Act.

                  2. The Transferee has been furnished with all information
         regarding (a) the Certificates and distributions thereon, (b) the
         nature, performance and servicing of the Mortgage Loans, (c) the
         Pooling and Servicing Agreement referred to below and (d) any credit
         enhancement mechanism associated with the Certificates, that it has
         requested.

All capitalized terms used but not otherwise defined herein have the respective
meanings assigned thereto in the Pooling and Servicing Agreement, dated as of
[_], among Ameriquest Mortgage Securities Inc. as Depositor, Ameriquest Mortgage
Company as Master Servicer and [_] as Trustee, pursuant to which the
Certificates were issued.


<PAGE>


                                                [TRANSFEREE]

                                                  By:___________________________
                                                       Name:
                                                       Title:


<PAGE>


                                                          ANNEX 1 TO EXHIBIT F-1


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


          [For Transferees Other Than Registered Investment Companies]

The undersigned hereby certifies as follows to _____________ (the "Transferor")
and [_] as Trustee, with respect to the asset-backed pass-through certificates
(the "Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
entity purchasing the Certificates (the "Transferee").

         2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Transferee
owned and/or invested on a discretionary basis $______________________ in
securities (except for the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in the
category marked below.

           ____         CORPORATION, ETC. The Transferee is a corporation (other
                        than a bank, savings and loan association or similar
                        institution), Massachusetts or similar business trust,
                        partnership, or any organization described in Section
                        501(c)(3) of the Internal Revenue Code of 1986, as
                        amended.

           ____         BANK. The Transferee (a) is a national bank or banking
                        institution organized under the laws of any State,
                        territory or the District of Columbia, the business of
                        which is substantially confined to banking and is
                        supervised by the State or territorial banking
                        commission or similar official or is a foreign bank or
                        equivalent institution, and (b) has an audited net worth
                        of at least $25,000,000 as demonstrated in its latest
                        annual financial statements, a copy of which is attached
                        hereto.

           ____         SAVINGS AND LOAN. The Transferee (a) is a savings and
                        loan association, building and loan association,
                        cooperative bank, homestead association or similar
                        institution, which is supervised and examined by a State
                        or Federal authority having supervision over any such
                        institutions or is a foreign savings and loan
                        association or equivalent institution and (b) has an
                        audited net worth of at least 1Transferee must own
                        and/or invest on a discretionary basis at least
                        $100,000,000 in securities unless Transferee is a
                        dealer, and, in that case, Transferee must own and/or
                        invest on a discretionary basis at least $10,000,000 in
                        securities. $25,000,000 as demonstrated in its latest
                        annual financial statements, a copy of which is attached
                        hereto.

           ____         BROKER-DEALER. The Transferee is a dealer registered
                        pursuant to Section 15 of the Securities Exchange Act
                        of 1934, as amended.

           ____         INSURANCE COMPANY. The Transferee is an insurance
                        company whose primary and predominant business activity
                        is the writing of insurance or the reinsuring of risks
                        underwritten by insurance companies and which is subject
                        to supervision by the insurance commissioner or a
                        similar official or agency of a State, territory or the
                        District of Columbia.

           ____         STATE OR LOCAL PLAN. The Transferee is a plan
                        established and maintained by a State, its political
                        subdivisions, or any agency or instrumentality of the
                        State or its political subdivisions, for the benefit of
                        its employees.

           ____         ERISA PLAN. The Transferee is an employee benefit plan
                        within the meaning of Title I of the Employee Retirement
                        Income Security Act of 1974.

           ____         INVESTMENT ADVISOR. The Transferee is an investment
                        advisor registered under the Investment Advisers Act
                        of 1940, as amended.

         3. The term "Securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee, (ii) securities that are
part of an unsold allotment to or subscription by the Transferee, if the
Transferee is a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.

         4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Transferee, the Transferee used
the cost of such securities to the Transferee and did not include any of the
securities referred to in the preceding paragraph. Further, in determining such
aggregate amount, the Transferee may have included securities owned by
subsidiaries of the Transferee, but only if such subsidiaries are consolidated
with the Transferee in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Transferee's direction. However, such
securities were not included if the Transferee is a majority-owned, consolidated
subsidiary of another enterprise and the Transferee is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

         5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Transferee may be in reliance on Rule 144A.

_____    _____     Will the Transferee be purchasing the  Certificates  only for
Yes      No        the Transferee's own account?

         6. If the answer to the foregoing question is "no", the Transferee
agrees that, in connection with any purchase of securities sold to the
Transferee for the account of a third party (including any separate account) in
reliance on Rule 144A, the Transferee will only purchase for the account of a
third party that at the time is a "qualified institutional buyer" within the
meaning of Rule 144A. In addition, the Transferee agrees that the Transferee
will not purchase securities for a third party unless the Transferee has
obtained a current representation letter from such third party or taken other
appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth
in Rule 144A.

         7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Certificates will
constitute a reaffirmation of this certification as of the date of such
purchase. In addition, if the Transferee is a bank or savings and loan as
provided above, the Transferee agrees that it will furnish to such parties
updated annual financial statements promptly after they become available.

Dated:

                                                Print Name of Transferee


                                                  By:___________________________
                                                       Name:
                                                       Title:


<PAGE>


                                                          ANNEX 2 TO EXHIBIT F-1

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

The undersigned hereby certifies as follows to ______________ (the "Transferor")
and [_], as Trustee, with respect to the asset-backed pass-through certificates
(the "Certificates") described in the Transferee Certificate to which this
certification relates and to which this certification is an Annex:

         1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the entity purchasing the
Certificates (the "Transferee") or, if the Transferee is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933, as amended ("Rule 144A") because the Transferee is part of a Family
of Investment Companies (as defined below), is such an officer of the investment
adviser (the "Adviser").

         2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, as amended, and (ii) as marked below, the Transferee alone, or the
Transferee's Family of Investment Companies, owned at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used.

           ____         The Transferee owned $___________________ in securities
                        (other than the excluded securities referred to below)
                        as of the end of the Transferee's most recent fiscal
                        year (such amount being calculated in accordance with
                        Rule 144A).

           ____         The Transferee is part of a Family of Investment
                        Companies which owned in the aggregate $______________
                        in securities (other than the excluded securities
                        referred to below) as of the end of the Transferee's
                        most recent fiscal year (such amount being calculated in
                        accordance with Rule 144A).

         3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

         4. The term "Securities" as used herein does not include (i) securities
of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) securities issued or
guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes
and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and
(vii) currency, interest rate and commodity swaps.

         5. The Transferee is familiar with Rule 144A and understands that the
parties to which this certification is being made are relying and will continue
to rely on the statements made herein because one or more sales to the
Transferee will be in reliance on Rule 144A. In addition, the Transferee will
only purchase for the Transferee's own account.

         6. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Certificates will constitute a
reaffirmation of this certification by the undersigned as of the date of such
purchase.

Dated:

                                         Print Name of Transferee or Advisor


                                           By:__________________________________
                                                Name:
                                                Title:
                                         _______________________________________
                                         IF AN ADVISER:



                                         _______________________________________
                                         Print Name of Transferee


<PAGE>


                                        FORM OF TRANSFEREE REPRESENTATION LETTER


         The undersigned hereby certifies on behalf of the purchaser named below
(the "Purchaser") as follows:

                  1. I am an executive officer of the Purchaser.

                  2. The Purchaser is a "qualified institutional buyer", as
         defined in Rule 144A, ("Rule 144A") under the Securities Act of 1933,
         as amended.

                  3. As of the date specified below (which is not earlier than
         the last day of the Purchaser's most recent fiscal year), the amount of
         "securities", computed for purposes of Rule 144A, owned and invested on
         a discretionary basis by the Purchaser was in excess of $100,000,000.

Name of Purchaser     __________________________________________________________

By:      (Signature)  __________________________________________________________

Name of Signatory     __________________________________________________________

Title    _______________________________________________________________________

Date of this certificate   _____________________________________________________

Date of information provided in paragraph 3 ____________________________________


<PAGE>


                                   EXHIBIT F-2

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT



STATE OF NEW YORK    )
                     )   ss.:
COUNTY OF NEW YORK   )

         The undersigned, being first duly sworn, deposes and says as follows:
The undersigned is an officer of ________________________, the proposed
Transferee of an Ownership Interest in a Residual Certificate (the
"CERTIFICATE") issued pursuant to the Pooling and Servicing Agreement, dated as
of [_] (the "AGREEMENT"), among Ameriquest Mortgage Securities Inc., as
depositor (the "DEPOSITOR"), Ameriquest Mortgage Company, as master servicer
(the "SERVICER"), and [_], as trustee (the "TRUSTEE"). Capitalized terms used,
but not defined herein or in Exhibit 1 hereto, shall have the meanings ascribed
to such terms in the Agreement. The Transferee has authorized the undersigned to
make this affidavit on behalf of the Transferee for the benefit of the Depositor
and the Trustee.

         1. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.

         2. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

         3. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

         4. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(c) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

         5. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit L to the Agreement (a "TRANSFEROR Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.

         6. The Transferee has historically paid its debts as they have come
due, intends to pay its debts as they come due in the future, and understands
that the taxes payable with respect to the Certificate may exceed the cash flow
with respect thereto in some or all periods and intends to pay such taxes as
they become due. The Transferee does not have the intention to impede the
assessment or collection of any tax legally required to be paid with respect to
the Certificate.

         7. The Transferee's taxpayer identification number is ___________.

         8. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

         9. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

         10. The Transferee will not cause income from the Certificate to be
attributable to a foreign permanent establishment or fixed base, within the
meaning of an applicable income tax treaty, of the Transferee or any other U.S.
person.

         11. Check one of the following:

         The present value of the anticipated tax liabilities associated with
holding the Certificate, as applicable, does not exceed the sum of:

         (i)      the present value of any consideration given to the
                  Transferee to acquire such Certificate;

         (ii)     the present value of the expected future
                  distributions on such Certificate; and

         (iii)    the present value of the anticipated tax savings
                  associated with holding such Certificate as the
                  related REMIC generates losses.

         For purposes of this calculation, (i) the Transferee is assumed to pay
tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the
highest rate specified in Section 11(b) of the Code if the Transferee has been
subject to the alternative minimum tax under Section 55 of the Code in the
preceding two years and will compute its taxable income in the current taxable
year using the alternative minimum tax rate) and (ii) present values are
computed using a discount rate equal to the short-term Federal rate prescribed
by Section 1274(d) of the Code for the month of the transfer and the compounding
period used by the Transferee.

         The transfer of the Certificate complies with U.S. Treasury Regulations
Sections 1.860E-1(c)(5) and (6) and, accordingly,

         (i)      the Transferee is an "eligible corporation," as
                  defined in U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(i), as to which income from the
                  Certificate will only be taxed in the United States;

         (ii)     at the time of the transfer, and at the close of the
                  Transferee's two fiscal years preceding the year of
                  the transfer, the Transferee had gross assets for
                  financial reporting purposes (excluding any obligation
                  of a person related to the Transferee within the
                  meaning of U.S. Treasury Regulations Section
                  1.860E-1(c)(6)(ii)) in excess of $100 million and net
                  assets in excess of $10 million;

         (iii)    the Transferee will transfer the Certificate only to
                  another "eligible corporation," as defined in U.S.
                  Treasury Regulations Section 1.860E-1(c)(6)(i), in a
                  transaction that satisfies the requirements of
                  Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section
                  1.860E-1(c)(5) of the U.S. Treasury Regulations; and

         (iv)     the Transferee determined the consideration paid to it
                  to acquire the Certificate based on reasonable market
                  assumptions (including, but not limited to, borrowing
                  and investment rates, prepayment and loss assumptions,
                  expense and reinvestment assumptions, tax rates and
                  other factors specific to the Transferee) that it has
                  determined in good faith.

         None of the above.

         12. The Transferee is not an employee benefit plan that is subject to
Title I of ERISA or a plan that is subject to Section 4975 of the Code or a plan
subject to any Federal, state or local law that is substantially similar to
Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting
on behalf of or investing plan assets of such a plan.


<PAGE>


         IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this day of , 20 .


                                                [OWNER]


                                                By:_____________________________
                                                     Name:
                                                     Title:


[Corporate Seal]

ATTEST:


___________________________________
[Assistant] Secretary

         Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.

         Subscribed and sworn before me this __ day of ____, 20__.




                                             ___________________________________
                                                         NOTARY PUBLIC

                                             My Commission expires the __ day
                                             of _________, 20__


<PAGE>


                          FORM OF TRANSFEROR AFFIDAVIT



STATE OF NEW YORK      )
                       )   ss.:
COUNTY OF NEW YORK     )


         _______________________________________, being duly sworn, deposes,
represents and warrants _____________________________ as follows:

         1. I am a ____________________ of (the "Owner"), a corporation duly
organized and existing under the laws of ______________, on behalf of whom I
make this affidavit.

         2. The Owner is not transferring the Class [R] [R-X] (the "Residual
Certificates") to impede the assessment or collection of any tax.

         3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

         4. The Owner understands that the Purchaser has delivered to the
Certificate Registrar a transfer affidavit and agreement in the form attached to
the Pooling and Servicing Agreement as Exhibit F-2. The Owner does not know or
believe that any representation contained therein is false.

         5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.

         6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


<PAGE>


         IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its
[Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 200__.

                                                [OWNER]


                                                By:_____________________________
                                                     Name:
                                                     Title:   [Vice] President


ATTEST:

By:___________________________________
Name:
Title:   [Assistant] Secretary

         Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

         Subscribed and sworn before me this ____ day of __________, 200__.



                                                ________________________________
                                                         Notary Public

                                                County of ______________________
                                                State of _______________________

                                                My Commission expires:


<PAGE>


                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE
                                                        _____________, 200__
Ameriquest Mortgage Securities Inc.            [_]
1100 Town & Country Road, Suite 1100
Orange, California 92868

Ameriquest Mortgage Company
1100 Town & Country Road
Orange, California 92868

         Re:      Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
                  Certificates, Series [_], Class [ ]

Dear Ladies and Gentlemen:

__________________________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") [$____________ Initial Certificate
Principal Balance] [$____________ initial Notional Amount] [_____% Percentage
Interest] of Ameriquest Mortgage Securities Inc., Asset-Backed Pass-Through
Certificates, Series [_], Class [___] (the "Certificates"), issued pursuant to a
Pooling and Servicing Agreement, dated as of [_] (the "Pooling and Servicing
Agreement"), among Ameriquest Mortgage Securities Inc. as depositor (the
"Depositor"), Ameriquest Mortgage Company as master servicer (the "Master
Servicer") and [_] as trustee (the "Trustee"). Capitalized terms used herein and
not otherwise defined shall have the meanings assigned thereto in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to, and covenants with the Depositor, the Trustee and the Master
Servicer that the following statements in either (1) or (2) are accurate:
         The Certificates either (A) (i) are not being acquired by, and will not
be transferred to, any employee benefit plan within the meaning of section 3(3)
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986, as amended (the "Code") (any of the
foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of a Plan
within the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3-101, and (iii) will not be transferred to any entity that is deemed to be
investing in plan assets within the meaning of the DOL regulation at 29 C.F.R.
ss. 2510.3-101 or (B) the transferor has provided the opinion of counsel
required by Section 5.02(c) of the Pooling and Servicing Agreement.


<PAGE>


                                                Very truly yours,


                                                By:_____________________________
                                                       Name:
                                                       Title:


<PAGE>


                                    EXHIBIT H

                      FORM OF INTEREST RATE SWAP AGREEMENT


<PAGE>


                                    EXHIBIT I


                           LOSS MITIGATION ACTION PLAN

<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------------------------------------------------
DEFAULT MITIGATION ACTION                              SUPPORTING STANDARDS
------------------------------------------------------ ----------------------------------------------------------------
<C>                                                    <C>
Forbearance Workout                                    Borrower documents a temporary  financial hardship resulting
Defer any of the following:                            in request for a forbearance
1.accrued interest                                     Borrower  documents  financial  ability  to  pay  under  the
2.past due principal                                   proposed forbearance terms
3.escrow advances                                      Borrower expresses a willingness to perform.
4.corporate advances                                   Current  monthly  payments are scheduled to be made prior to
5.ancillary fees                                       late charge date during the forbearance term
6.any combination of the above
------------------------------------------------------ ----------------------------------------------------------------
Loan Modification Workout                              Borrower   documents  a  non-temporary   financial  hardship
Any of the following:                                  resulting in the request for a loan modification
1.waive accrued interest                               Borrower  documents  financial  ability  to  pay  under  the
2.waive past due principal                             proposed loan modification terms
3.waive corporate advances                             Borrower  does  not  have  the  ability  to  pay  under  the
4.waive ancillary fees                                 original loan terms
5.reduce principal                                     Borrower expresses a willingness to perform
6.reduce interest rate                                 No  waiver of  escrow  advances  (taxes  and  insurance)  is
7.any combination of the above items                   allowed
8.any combination with the Forbearance items
------------------------------------------------------ ----------------------------------------------------------------
Short Sale Disposal                                    Sale to a third party
Waive or  negotiate  a  reduced  amount of any of the  Independent appraisal supports sale price
following:                                             No cash to seller (borrower), excluding costs necessary to close
1.accrued interest                                     Borrower does not have the ability and/or willingness to pay
2.principal                                            Borrower no longer wants property
3.escrow advances
4.corporate advances
5.ancillary fees
6.prepayment charges
7.any combination of the above items
------------------------------------------------------ ----------------------------------------------------------------
Short pay-off Disposal                                 Refinance by independent third party Lender
Waive or negotiate a reduced amount of any of the      Independent appraisal supports new loan amount
following:                                             New loan is no cash out (i.e. no cash to borrower excluding
1.accrued interest                                     costs necessary to close)
2.principal                                            Borrower has expressed his/her unwillingness to pay
3.escrow advances                                      Anticipated refinance time frame is less than anticipated
4.corporate advances                                   foreclosure time frame
5.ancillary fees
6.prepayment charges
------------------------------------------------------ ----------------------------------------------------------------
DEED-IN-LIEU DISPOSAL                                  Borrower  has  already or will  abandon  the  property or is
                                                       willing to vacate the property (in a broom sweep  condition)
                                                       on a mutually agreeable date
                                                       Borrower does not have the ability and/or willingness to pay
                                                       Independent appraisal confirms property has a value
                                                       Title is clean
                                                       Property  appears to be  resalable  based on  condition  and
                                                       value shown in independent appraisal
                                                       Property  does  not  appear  to have  any  environmental  or
                                                       hazardous  conditions  (or  such  conditions  appear  to  be
                                                       curable)
------------------------------------------------------ ----------------------------------------------------------------
FORECLOSURE DISPOSAL                                   Borrower  has already or will  abandon the  property  (which
                                                       may be by an eviction proceeding or mutual agreement)
                                                       Borrower does not have the ability and/or willingness to pay
                                                       Independent appraisal confirms property has a value
                                                       Property  appears to be  resalable  based on  condition  and
                                                       value shown in independent appraisal
                                                       Property  does  not  appear  to have  any  environmental  or
                                                       hazardous  conditions  (or  such  conditions  appear  to  be
                                                       curable)
------------------------------------------------------ ----------------------------------------------------------------
</TABLE>

         Workouts in the form of either a Forbearance or Loan Modification
require that the Borrower document the existence of a financial hardship leading
to the payment delinquency and document the ability to make the payments
required under the proposed Forbearance or Loan Modification. If the Borrower
fails to meet both of these conditions or the Borrower is uncooperative, a
Disposal Loss Mitigation Action will be employed to liquidate the delinquent
loan, assuming the Borrower does not otherwise cure the existing default. Each
of the Default Mitigation Actions and Supporting Standards may not be applicable
to each and every loan subject to a default in its monthly payments and in those
cases where a Default Mitigation Action or Supporting Standard may be
applicable, each is subject to amendment and/or waiver on an individual basis
pursuant to applicable federal, state and local laws, decisional authorities,
court orders, instructions of regulatory and/or other governmental authorities,
the advice of legal counsel, instructions from the Trustee and changes in the
loan servicing standards.


<PAGE>


                                   EXHIBIT J-1

      FORM OF CERTIFICATION TO BE PROVIDED TO THE DEPOSITOR BY THE TRUSTEE

         I, [identify the certifying individual], certify that:

         1. I have reviewed this annual report on Form 10-K and all reports on
Form 10-D required to be filed in respect of the period covered by this report
on Form 10-K of [ISSUING ENTITY] (the "Exchange Act Periodic Reports");

         2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report; and

         3. Based on my knowledge, the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act Periodic Reports;

         Capitalized terms used but not defined herein have the meanings
ascribed to them in the Pooling and Servicing Agreement, dated [_] (the "Pooling
and Servicing Agreement"), among the Depositor as depositor, Ameriquest Mortgage
Company as master servicer and [_] as trustee.

                                                [_], as Trustee


                                                By:_____________________________
                                                       Name:
                                                       Title:

Date:


<PAGE>


                                   EXHIBIT J-2

  FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR TO BE INCLUDED IN FORM
                                  10-K FILING

         Re:      Ameriquest Mortgage Securities Inc.,
                  ASSET-BACKED PASS-THROUGH CERTIFICATES, SERIES [_]

         I, [identify the certifying individual], certify that:

         1. I have reviewed this annual report on Form 10-K and all reports on
Form 10-D required to be filed in respect of the period covered by this report
on Form 10-K of [ISSUING ENTITY] (the "Exchange Act Periodic Reports");

         2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole, does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

         3. Based on my knowledge, the distribution, servicing and other
information required to be provided under Form 10-D for the period covered by
this report is included in the Exchange Act Periodic Reports;

         4. Based on my knowledge and the servicer compliance statement(s)
required in this report under Item 1123 of Regulation AB and except as disclosed
in the Exchange Act Periodic Reports, the servicer(s) [has/have] fulfilled
[its/their] obligations under the servicing agreement(s) in all material
respects; and;

         5. All of the reports on assessment of compliance with servicing
criteria for asset-backed securities and their related attestation reports on
assessment of compliance with servicing criteria for asset-backed securities
required to be included in this report in accordance with Item 1122 of
Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to this report, except as otherwise disclosed in this report. Any
material instances of noncompliance described in such reports have been
disclosed in this report on Form 10-K.

         In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties[_].

Date: __________________

                                                ________________________________
                                                [Signature]
                                                [Title]


<PAGE>


                                    EXHIBIT K

                                   [Reserved]


<PAGE>


                                    EXHIBIT L

                                   [Reserved]


<PAGE>


                                    EXHIBIT M




             ANNUAL STATEMENT OF COMPLIANCE PURSUANT TO SECTION 3.19

                       Ameriquest Mortgage Securities Inc.
               Asset-Backed Pass-Through Certificates, Series [_]


         I, _____________________, hereby certify that I am a duly appointed
__________________________ of Ameriquest Mortgage Company (the "Master
Servicer"), and further certify as follows:

         1. This certification is being made pursuant to the terms of the
Pooling and Servicing Agreement, dated as of [_] (the "Agreement"), among
Ameriquest Mortgage Securities Inc., as depositor, the Master Servicer and [_],
as trustee.

         2. I have reviewed the activities of the Master Servicer during the
preceding year and the Master Servicer's performance under the Agreement and to
the best of my knowledge, based on such review, the Master Servicer has
fulfilled all of its obligations under the Agreement throughout the year.

         Capitalized terms not otherwise defined herein have the meanings set
forth in the Agreement.

Dated: _________________


<PAGE>


         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
_____________.

                                                By:_____________________________
                                                     Name:
                                                     Title:


         I, _________________________, a (an) __________________ of the Master
Servicer, hereby certify that _________________ is a duly elected, qualified,
and acting _______________________ of the Master Servicer and that the signature
appearing above is his/her genuine signature.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
______________.

                                                By:_____________________________
                                                     Name:
                                                     Title:


<PAGE>


                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>


                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE

                             Available Upon Request