CITIGROUP MORTGAGE LOAN TRUST INC.
                                    Depositor


                             [_____________________]
                                    Servicer


                             [_____________________]
                               Trust Administrator


                                       and


                             [_____________________]
                                     Trustee


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

                         POOLING AND SERVICING AGREEMENT
                       Dated as of [_____________________]

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


                             [_____________________]

                         Series [_____________________]


<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
ARTICLE I DEFINITIONS
<S>                     <C>

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

ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

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

ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS

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

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

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

ARTICLE V THE CERTIFICATES

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

ARTICLE VI THE DEPOSITOR AND THE SERVICER

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

ARTICLE VII DEFAULT

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

ARTICLE VIII CONCERNING THE TRUSTEE aND THE TRUST ADMINISTRATOR

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

ARTICLE IX TERMINATION

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

ARTICLE X REMIC PROVISIONS

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

ARTICLE XI MISCELLANEOUS PROVISIONS

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


<PAGE>


Exhibits
--------

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

Schedule 1        Mortgage Loan Schedule
Schedule 2        Prepayment Charge Schedule


<PAGE>


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

                             PRELIMINARY STATEMENT:

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


<PAGE>


                                     REMIC I

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

<TABLE>
<CAPTION>
                                         REMIC I                     Initial                  Latest Possible
         Designation                 Remittance Rate          Uncertificated Balance         Maturity Date(1)
        -------------              ------------------        ------------------------      --------------------
<S>                                        <C>                   <C>                          <C>
           I-LTAA                          (2)                   $   [_________]              [____________]
           I-LTA1                          (2)                   $   [_________]              [____________]
           I-LTA2A                         (2)                   $   [_________]              [____________]
           I-LTA2B                         (2)                   $   [_________]              [____________]
           I-LTA2C                         (2)                   $   [_________]              [____________]
           I-LTA2D                         (2)                   $   [_________]              [____________]
           I-LTM1                          (2)                   $   [_________]              [____________]
           I-LTM2                          (2)                   $   [_________]              [____________]
           I-LTM3                          (2)                   $   [_________]              [____________]
           I-LTM4                          (2)                   $   [_________]              [____________]
           I-LTM5                          (2)                   $   [_________]              [____________]
           I-LTM6                          (2)                   $   [_________]              [____________]
           I-LTM7                          (2)                   $   [_________]              [____________]
           I-LTM8                          (2)                   $   [_________]              [____________]
           I-LTM9                          (2)                   $   [_________]              [____________]
           I-LTM10                         (2)                   $   [_________]              [____________]
           I-LTM11                         (2)                   $   [_________]              [____________]
           I-LTM12                         (2)                   $   [_________]              [____________]
           I-LTM13                         (2)                   $   [_________]              [____________]
           I-LTZZ                          (2)                   $   [_________]              [____________]
            I-LTP                          (2)                   $   [_________]              [____________]
          I-LT1SUB                         (2)                   $   [_________]              [____________]
          I-LT1GRP                         (2)                   $   [_________]              [____________]
          I-LT2SUB                         (2)                   $   [_________]              [____________]
          I-LT2GRP                         (2)                   $   [_________]              [____________]
           I-LTXX                          (2)                   $   [_________]              [____________]
</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.


<PAGE>


                                    REMIC II

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

<TABLE>
<CAPTION>
                                                                Initial Aggregate
                                                              Certificate Principal           Latest Possible
         Designation                Pass-Through Rate                Balance                 Maturity Date(1)
       ---------------             -------------------        ---------------------         -------------------
<S>                                    <C>                       <C>                          <C>
          Class A-1                    Variable(2)               $   [_________]              [____________]
         Class A-2A                    Variable(2)               $   [_________]              [____________]
         Class A-2B                    Variable(2)               $   [_________]              [____________]
         Class A-2C                    Variable(2)               $   [_________]              [____________]
         Class A-2D                    Variable(2)               $   [_________]              [____________]
          Class M-1                    Variable(2)               $   [_________]              [____________]
          Class M-2                    Variable(2)               $   [_________]              [____________]
          Class M-3                    Variable(2)               $   [_________]              [____________]
          Class M-4                    Variable(2)               $   [_________]              [____________]
          Class M-5                    Variable(2)               $   [_________]              [____________]
          Class M-6                    Variable(2)               $   [_________]              [____________]
          Class M-7                    Variable(2)               $   [_________]              [____________]
          Class M-8                    Variable(2)               $   [_________]              [____________]
          Class M-9                    Variable(2)               $   [_________]              [____________]
         Class M-10                    Variable(2)               $   [_________]              [____________]
         Class M-11                    Variable(2)               $   [_________]              [____________]
         Class M-12                    Variable(2)               $   [_________]              [____________]
         Class M-13                    Variable(2)               $   [_________]              [____________]
      Class CE Interest                Variable(3)               $   [_________]              [____________]
      Class P Interest                   N/A(4)                  $   [_________]              [____________]
</TABLE>
----------
(1)  For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
     the Distribution Date immediately following the maturity date for the
     Mortgage Loans with the latest maturity date has been designated as the
     "latest possible maturity date" for each Class of Certificates.
(2)  Calculated in accordance with the definition of "Pass-Through Rate" herein.
(3)  The Class CE Interest will accrue interest at their variable Pass-Through
     Rate on the Notional Amount of the Class CE Interest outstanding from time
     to time which shall equal the aggregate Uncertificated Balance of the REMIC
     I Regular Interests (other than REMIC I Regular Interest I-LTP). The Class
     CE Interest will not accrue interest on their Certificate Principal
     Balance.
(4)  The Class P Interest will not accrue interest.


<PAGE>


                                    REMIC III

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

<TABLE>
<CAPTION>
                                                                Initial Aggregate
                                                              Certificate Principal           Latest Possible
         Designation                Pass-Through Rate                Balance                 Maturity Date(1)
    Class CE Certificates              Variable(2)               $   [_________]              [____________]
   -----------------------         -------------------        ----------------------        -------------------
<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 Loans with the latest maturity date has been designated as the
     "latest possible maturity date" for the Class CE Certificates.
(2)  The Class CE Certificates will receive [__]% of amounts received in respect
     of the Class CE Interest.


<PAGE>


                                    REMIC IV

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

<TABLE>
<CAPTION>
                                                                Initial Aggregate
                                                              Certificate Principal           Latest Possible
         Designation                Pass-Through Rate                Balance                 Maturity Date(1)
    Class P Certificates               Variable(2)               $   [_________]              [____________]
   -----------------------         -------------------        ----------------------        -------------------
<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 Loans with the latest maturity date has been designated as the
     "latest possible maturity date" for the Class P Certificates.
(2)  The Class P Certificates will receive [__]% of amounts received in respect
     of the Class P Interest.


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

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


<PAGE>


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01 Defined Terms.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Cap Administrator": [____________].

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

         "Cap Provider": [____________]

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

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

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

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

                                                        Certificate Margin
                                                 ------------------------------
         Class       REMIC I Regular Interest      (1) (%)           (2) (%)
       ---------     ------------------------    ----------        ------------
          A-1                 I-LTA1               [____]%           [____]%
          A-2A               I-LTA2A               [____]%           [____]%
          A-2B               I-LTA2B               [____]%           [____]%
          A-2C               I-LTA2C               [____]%           [____]%
          A-2D               I-LTA2D               [____]%           [____]%
          M-1                 I-LTM1               [____]%           [____]%
          M-2                 I-LTM1               [____]%           [____]%
          M-3                 I-LTM3               [____]%           [____]%
          M-4                 I-LTM4               [____]%           [____]%
          M-5                 I-LTM5               [____]%           [____]%
          M-6                 I-LTM6               [____]%           [____]%
          M-7                 I-LTM7               [____]%           [____]%
          M-8                 I-LTM8               [____]%           [____]%
          M-9                 I-LTM9               [____]%           [____]%
          M-10               I-LTM10               [____]%           [____]%
          M-11               I-LTM11               [____]%           [____]%
          M-12               I-LTM12               [____]%           [____]%
          M-13               I-LTM13               [____]%           [____]%

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

          (2)     For each other Interest Accrual Period.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Class M-1 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date) and (ii) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

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

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

         "Class M-3 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-3 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-4 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class A
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
[__]% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $[____________].

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

         "Class M-5 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date) and (vi) the
Certificate Principal Balance of the Class M-5 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-6 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distributions of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-7 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-8 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-8 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-9 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date) and (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) approximately
[__]% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as
of the last day of the related Due Period (after giving effect to scheduled
payments of principal due during the related Due Period, to the extent received
or advanced, and unscheduled collections of principal received during the
related Prepayment Period) and (B) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) minus $[____________].

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

         "Class M-10 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date) and (xi) the
Certificate Principal Balance of the Class M-10 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-11 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-10
Principal Distribution Amount on such Distribution Date) and (xii) the
Certificate Principal Balance of the Class M-11 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[------------].

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

         "Class M-12 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-10
Principal Distribution Amount on such Distribution Date), (xii) the Certificate
Principal Balance of the Class M-11 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date) and (xiii) the
Certificate Principal Balance of the Class M-12 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

         "Class M-13 Principal Distribution Amount": With respect to any
Distribution Date, the excess of (x) the sum of (i) the aggregate Certificate
Principal Balance of the Class A Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-1
Principal Distribution Amount on such Distribution Date), (iii) the Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-2
Principal Distribution Amount on such Distribution Date), (iv) the Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-4
Principal Distribution Amount on such Distribution Date), (vi) the Certificate
Principal Balance of the Class M-5 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-5
Principal Distribution Amount on such Distribution Date), (vii) the Certificate
Principal Balance of the Class M-6 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-6
Principal Distribution Amount on such Distribution Date), (viii) the Certificate
Principal Balance of the Class M-7 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-7
Principal Distribution Amount on such Distribution Date), (ix) the Certificate
Principal Balance of the Class M-8 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-8
Principal Distribution Amount on such Distribution Date), (x) the Certificate
Principal Balance of the Class M-9 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-9
Principal Distribution Amount on such Distribution Date), (xi) the Certificate
Principal Balance of the Class M-10 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-10
Principal Distribution Amount on such Distribution Date), (xii) the Certificate
Principal Balance of the Class M-11 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-11
Principal Distribution Amount on such Distribution Date), (xiii) the Certificate
Principal Balance of the Class M-12 Certificates immediately prior to such
Distribution Date (after taking into account the distribution of the Class M-12
Principal Distribution Amount on such Distribution Date) and (iv) the
Certificate Principal Balance of the Class M-13 Certificates immediately prior
to such Distribution Date over (y) the lesser of (A) the product of (i)
approximately [__]% and (ii) the aggregate Stated Principal Balance of the
Mortgage Loans as of the last day of the related Due Period (after giving effect
to scheduled payments of principal due during the related Due Period, to the
extent received or advanced, and unscheduled collections of principal received
during the related Prepayment Period) and (B) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) minus $[____________].

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

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

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

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

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

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

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

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

         "Closing Date": [____________].

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

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

         "Commission": The Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Group I Certificates": The Class A-1 Certificates. "Group I Interest
Remittance Amount": For any Distribution Date, that portion of the Available
Distribution Amount for the related Distribution Date that represents interest
received or advanced on the Group I Mortgage Loans and Compensating Interest
Payments on the Group I Mortgage Loans (net of Servicing Fees and Credit Risk
Manager Fees).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the REMIC I Remittance Rate for REMIC I Regular Interest I-LTA1, REMIC I
Regular Interest I-LTA2A, REMIC I Regular Interest I-LTA2B, REMIC I Regular
Interest I-LTA2C, REMIC I Regular Interest I-LTA2D, REMIC I Regular Interest
I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC
I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular
Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest
I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest I-LTM10, REMIC
I Regular Interest I-LTM11, REMIC I Regular Interest I-LTM12, REMIC I Regular
Interest I-LTM13 and REMIC I Regular Interest I-LTZZ, with the rate on each such
REMIC I Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to
a cap equal to the lesser of (i) One-Month LIBOR plus the related Certificate
Margin for the related Corresponding Certificate and (ii) the related Net WAC
Pass-Through Rate for the related Corresponding Certificate for the purpose of
this calculation for such Distribution Date and with the rate on REMIC I Regular
Interest I-LTZZ subject to a cap of zero for the purpose of this calculation;
provided, however, each such cap shall be multiplied by a fraction, the
numerator of which is the actual number of days elapsed in the related Interest
Accrual Period and the denominator of which is 30.

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

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

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

         For any Distribution Date with respect to the Mezzanine Certificates, a
per annum rate equal to the weighted average (weighted on the basis of the
results of subtracting from the aggregate Stated Principal Balance of the
applicable Loan Group, the current Certificate Principal Balance of the related
Class A Certificates) of the weighted average of the Maximum Cap Rate for the
Group I Mortgage Loans and the Group II Mortgage Loans, in each case, weighted
on the basis of the outstanding Stated Principal Balances of the related
Mortgage Loans as of the first day of the month preceding the month of such
Distribution Date (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i)      the Mortgage Loan identifying number;

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

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

(iv)     the original months to maturity;

(v)      the original date of the mortgage;

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

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

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

(ix)     the stated maturity date;

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

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

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

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

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

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

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

(xvii)   the Value of the Mortgaged Property;

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

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

(xx)     the Servicing Fee Rate;

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

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

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

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

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

         "Mortgage Pool": The pool of Mortgage Loans, identified on Schedule 1
from time to time, and any REO Properties acquired in respect thereof.

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

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

         "Mortgagor": The obligor on a Mortgage Note.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Originator": Each of [____________________].

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

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

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

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

         "Overcollateralized Amount": With respect to any Distribution Date, the
excess, if any, of (a) the aggregate Stated Principal Balances of the Mortgage
Loans and REO Properties as of the last day of the related Due Period (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period) over (b) the sum of the
aggregate Certificate Principal Balance of the Class A Certificates, the
Mezzanine Certificates and the Class P Certificates after giving effect to
distributions to be made on such Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Prepayment Charge": With respect to any Prepayment Period, any
prepayment premium, penalty or charge payable by a Mortgagor in connection with
any Principal Prepayment on a Mortgage Loan pursuant to the terms of the related
Mortgage Note (other than any Servicer Prepayment Charge Payment Amount).

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

                  (i) the Mortgage Loan identifying number;

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

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

                  (iv) the term of the related Prepayment Charge;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Senior Enhancement Percentage": For any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the sum of the
aggregate Certificate Principal Balance of the Mezzanine, Class CE and Class P
Certificates, calculated after taking into account distribution of the Group I
Principal Distribution Amount and the Group II Principal Distribution Amount to
the Certificates then entitled to distributions of principal on such
Distribution Date, and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the last day of the related Due
Period (after giving effect to scheduled payments of principal due during the
related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         "Termination Price": As defined in Section 9.01.

         "Terminator": As defined in Section 9.01.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 1.02 Allocation of Certain Interest Shortfalls.

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

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

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

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


<PAGE>


                                   ARTICLE II

                          CONVEYANCE OF MORTGAGE LOANS;
                        ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.01 Conveyance of Mortgage Loans.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 2.02 Acceptance of the Trust Fund by the Trustee.

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

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

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

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

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

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

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

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

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

         As to any Deleted Mortgage Loan for which the related Originator or the
Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or
Loans, such substitution shall be effected by the related Originator or the
Seller, as applicable, delivering to the Trustee (or to the related Custodian on
behalf of the Trustee, as applicable), for such Qualified Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the Assignment in blank or to
the Trustee, and such other documents and agreements, with all necessary
endorsements thereon, as are required by Section 2.01, together with an
Officers' Certificate providing that each such Qualified Substitute Mortgage
Loan satisfies the definition thereof and specifying the Substitution Shortfall
Amount (as described below), if any, in connection with such substitution. The
related Custodian on its behalf and on behalf of the Trustee shall, for the
benefit of the Certificateholders, review each Mortgage File within 90 days
after execution and delivery of this Agreement, to ascertain that all required
documents have been executed, received and recorded, if applicable, and that
such documents relate to the Mortgage Loans. If in the course of such review the
Trustee or the related Custodian on its behalf finds a document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Trustee or the related Custodian on its behalf shall promptly so notify the
Depositor, the Trust Administrator, the related Originator, the Seller and the
Servicer. Monthly Payments due with respect to Qualified Substitute Mortgage
Loans in the month of substitution are not part of the Trust Fund and will be
retained by the related Originator or the Seller, as applicable. For the month
of substitution, distributions to Certificateholders will reflect the Monthly
Payment due on such Deleted Mortgage Loan on or before the Due Date in the month
of substitution, and the related Originator or the Seller, as applicable, shall
thereafter be entitled to retain all amounts subsequently received in respect of
such Deleted Mortgage Loan. The Trust Administrator shall give or cause to be
given written notice to the Trustee and the Certificateholders that such
substitution has taken place, and the Trust Administrator shall amend or cause
the related Custodian to amend the Mortgage Loan Schedule to reflect the removal
of such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and, upon
receipt thereof, shall deliver a copy of such amended Mortgage Loan Schedule to
the Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or
Loans shall constitute part of the Mortgage Pool and shall be subject in all
respects to the terms of this Agreement and the related Assignment Agreement
(including all applicable representations and warranties thereof included in
such Assignment Agreement), in each case as of the date of substitution.

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

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

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

         SECTION 2.04 [Reserved].

         SECTION 2.05 Representations, Warranties and Covenants of the Servicer.

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

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

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

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

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

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

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

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

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

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

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

         SECTION 2.06 Issuance of the Certificates.

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

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

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

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

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

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

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

         SECTION 2.08 Puposes and Powers of the Trust.

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

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

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

         (c) to make payments on the Certificates;

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

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

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


<PAGE>


                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

         SECTION 3.01 Servicer to Act as Servicer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.03 Successor Sub-Servicers.

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

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

         SECTION 3.04 Liability of the Servicer.

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

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

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

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

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

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

         SECTION 3.07 Collection of Certain Mortgage Loan Payments.

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

         SECTION 3.08 Sub-Servicing Accounts.

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

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

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

         SECTION 3.10 Collection Account and Distribution Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.11 Withdrawals from the Collection Account and Distribution
                      Account.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(vi)     to pay any Extraordinary Trust Fund Expenses;

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

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

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

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

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

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

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

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

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

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

         SECTION 3.13 [Reserved].

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

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

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

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

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

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

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

         SECTION 3.16 Realization Upon Defaulted Mortgage Loans.

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

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

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

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

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

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

         (c) [Reserved].

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

         SECTION 3.17 Trustee to Cooperate; Release of Mortgage Files.

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

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

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

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

         SECTION 3.18 Servicing Compensation.

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

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

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

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

         SECTION 3.20 Statement as to Compliance.

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

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

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

         SECTION 3.21 Assessments of Compliance and Attestation Reports.

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.22 Access to Certain Documentation.

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

         SECTION 3.23 Title, Management and Disposition of REO Property.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.26 Commission Reporting.

         (a) (i) The Trust Administrator and the Servicer shall reasonably
cooperate with the Depositor in connection with the Trust's satisfying the
reporting requirements under the Exchange Act. Within 15 days after each
Distribution Date, the Trust Administrator shall, in accordance with industry
standards, file with the Commission via the Electronic Data Gathering and
Retrieval System ("EDGAR"), a Distribution Report on Form 10-D, signed by the
Depositor, with a copy of the monthly statement to be furnished by the Trust
Administrator to the Certificateholders for such Distribution Date and detailing
all data elements specified in Item 1121(a) of Regulation AB as part of the
monthly statement or otherwise as part of the Form 10-D; provided that the Trust
Administrator shall have received no later than four Business Days prior to the
date such Distribution Report on Form 10-D is required to be filed, all
information required to be provided to the Trust Administrator as described in
Section 4.07(a)(iv). The information required to be filed on Form 10-D is as set
forth in Exhibit C. The Trust Administrator shall not be responsible for
determing what information is required to be filed on Form 10-D or for any
filing that is not made on a timely basis in accordance with Regulation AB in
the event that such information is not delivered to the Trust Administrator on
or prior to the fourth Business Day prior to the applicable filing deadline.

                  (ii) The Trust Administrator will prepare and file Current
Reports on Form 8-K in respect of the Trust, signed by the Depositor, as and
when required; provided, that, the Trust Administrator shall have received no
later than four 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 and required to be provided to the Trust Administrator
as described in Section 4.07(a)(iv) below. The Depositor shall prepare or cause
to be prepared and file the Current Report on Form 8-K attaching this Agreement
as an exhibit. The information required to be filed on Form 8-K is as set forth
in Exhibit C. The Trust Administrator shall not be responsible for determing
what information is required to be filed on Form 8-K or for any filing that is
not made on a timely basis in accordance with Regulation AB in the event that
such information is not delivered to the Trust Adminsitrator on or prior to the
fourth Business Day prior to the applicable filing deadline.

                  (iii) No later than January 30, 2007, the Trust Administrator
shall, in accordance with industry standards, file a Form 15 Suspension Notice
with respect to the Trust Fund, if applicable. Prior to (x) March 15, 2007 and
(y) unless and until a Form 15 Suspension Notice shall have been filed, prior to
March 15th of each year thereafter, the Servicer shall provide the Trust
Administrator with an Annual Compliance Statement, together with a copy of the
Assessment of Compliance and Attestation Report to be delivered by the Servicer
pursuant to Sections 3.21 and 3.22 (including with respect to any Sub-Servicer
or subcontractor, if required to be filed). 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 Trust Administrator shall, subject to subsection
(d) below, file a Form 10-K, in substance as required by applicable law or
applicable Commission staff's interpretations and conforming to industry
standards, with respect to the Trust Fund. Such Form 10-K shall include the
Assessment of Compliance, Attestation Report, Annual Compliance Statements and
other documentation provided by the Servicer pursuant to Sections 3.20 and 3.21
(including with respect to any Sub-Servicer or subcontractor, if required to be
filed) and with respect to the Trust Administrator, and the Form 10-K
certification in the form attached hereto as Exhibit H-1 (the "Certification")
signed by the senior officer of the Depositor in charge of securitization;
provided that the Trust Administrator shall have received no later than March
25th of each calendar year prior to the filing deadline for the Form 10-K all
information, data and exhibits required to be provided or filed with such Form
10-K and required to be provided to the Trust Administrator as described in
clause (a)(iv) below. If they are not so timely delivered, the Trust
Administrator shall file an amended Form 10-K including such documents as
exhibits reasonably promptly after they are delivered to the Trust
Administrator. The information required to be filed on Form 10-K is as set forth
in Exhibit C. The Trust Administrator shall not be responsible for determing
what information is required to be filed on Form 10-K or for any filing that is
not made on a timely basis in accordance with Regulation AB in the event that
such information is not delivered to the Trust Adminsitrator on or prior to the
fourth Business Day prior to the applicable filing deadline.

                  (iv) As to each item of information required to be included in
any Form 10-D, Form 8-K or Form 10-K, the Trust Administrator's obligation to
include the information in the applicable report is subject to receipt from the
entity that is indicated in Exhibit B as the responsible party for providing
that information, if other than the Trust Administrator, as and when required as
described above. The Depositor hereby agrees to notify and provide to the Trust
Administrator all information that is required to be included in any Form 10-D,
Form 8-K or Form 10-K, with respect to which that entity is indicated in Exhibit
B as the responsible party for providing that information. The Servicer shall be
responsible for determining the pool concentration applicable to any
Sub-Servicer at any time, for purposes of disclosure as required by Items 1117
and 1119 of Regulation AB. The Depositor shall be responsible for determining
the pool concentration applicable to any originator at any time, for purposes of
disclosure as required by Items 1117 and 1119 of Regulation AB. In addition, in
the event that affiliations among the parties to this transaction, other than as
disclosed in the Prospectus Supplement under the heading "AFFILIATIONS AND
RELATED TRANSACTIONS", are required to be reported on Form 10-K, the Depositor
shall notify the Trust Administrator of such requirement by no later than March
1st of each year in which a Form 10-K is filed.

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

         In addition, (A) the Trust Administrator shall indemnify and hold
harmless the Depositor and its officers, directors and Affiliates from and
against any actual losses, damages, penalties, fines, forfeitures, reasonable
and necessary legal fees and related costs, judgments and other costs and
expenses arising out of third party claims based upon (i) a breach of the Trust
Administrator's obligations under this Section 4.07 or (ii) any material
misstatement or omission contained in the Trust Administrator Certification, the
Annual Statement of Compliance delivered by the Trust Administrator pursuant to
Section 3.20 or the Assessment of Compliance delivered by the Trust
Administrator pursuant to Section 3.21 and (B) the Servicer shall indemnify and
hold harmless the Depositor, the Trust Administrator and their respective
officers, directors and Affiliates from and against any actual losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related
costs, judgments and other costs and expenses that such Person may sustain
arising out of third party claims based upon (i) a breach of such Servicer's
obligations under this Section 4.07, (ii) any material misstatement or omission
contained in the Servicer's Certification, the Annual Statement of Compliance
provided by the Servicer pursuant to Section 3.20, the Assessment of Compliance
provided by the Servicer pursuant to Section 3.21 or (iii) any information
correctly derived by the Trust Administrator and included in a Form 10-D or Form
10-K from information provided to the Trust Administrator by the Servicer under
this Agreement. If the indemnification provided for herein is unavailable or
insufficient to hold harmless the Depositor, then (i) the Trust Administrator
agrees that it shall contribute to the amount paid or payable by the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Trust Administrator on the other and (ii) the Servicer
agrees that it shall contribute to the amount paid or payable by the Depositor
as a result of the losses, claims, damages or liabilities of the Depositor in
such proportion as is appropriate to reflect the relative fault of the Depositor
on the one hand and the Servicer on the other. Notwithstanding the foregoing, in
no event shall the Trust Administrator be liable for any consequential, indirect
or punitive damages.

         SECTION 3.27 Advance Facility.

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

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

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

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


<PAGE>


                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

         SECTION 4.01 Distributions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (ii)     to the Holders of the Class or Classes of Certificates then
                  entitled to receive distributions in respect of principal, in
                  an amount equal to the difference between (x) the
                  Overcollateralization Deficiency Amount, if any, and (y) the
                  amount distributed pursuant to Section 4.01(d)(i) of this
                  Agreement;

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

         (iv)     sequentially to the Class M-1, Class M-2, Class M-3, Class
                  M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9,
                  Class M-10 and Class M-11, Class M-12 and Class M-13
                  Certificates, in that order, in each case up to the related
                  Allocated Realized Loss Amount related to such Certificates
                  for such Distribution Date remaining undistributed after
                  distribution of the Net Monthly Excess Cashflow;

         (v)      concurrently, to each Class of Class A Certificates, the
                  related Net WAC Rate Carryover Amount remaining unpaid after
                  distributions from the Net WAC Rate Carryover Reserve Account,
                  on a PRO RATA basis based on such respective remaining Net WAC
                  Rate Carryover Amounts; and

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

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

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

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

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

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

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

                           (c) to the Holders of REMIC I Regular Interest I-LTP,
                  on the Distribution Date immediately following the expiration
                  of the latest Prepayment Charge as identified on the
                  Prepayment Charge Schedule or any Distribution Date thereafter
                  until $[__] has been distributed pursuant to this clause; and

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 4.02 Statements to Certificateholders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 4.03 Remittance Reports; P&I Advances.

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

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

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

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

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

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

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

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

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

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

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

         (c) The REMIC I Marker Allocation Percentage of all Realized Losses on
the Mortgage Loans shall be allocated by the Trust Administrator on each
Distribution Date to the following REMIC I Regular Interests in the specified
percentages, as follows: first, to Uncertificated Interest payable to the REMIC
I Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate
amount equal to the REMIC I Interest Loss Allocation Amount, [__]% and [__]%,
respectively; second, to the Uncertificated Balances of the REMIC I Regular
Interest I-LTAA and REMIC I Regular Interest I-LTZZ up to an aggregate amount
equal to the REMIC I Principal Loss Allocation Amount, [__]% and [__]%,
respectively; third, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM13 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM13 has been reduced to zero; fourth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM12
and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until
the Uncertificated Balance of REMIC I Regular Interest I-LTM12 has been reduced
to zero; fifth, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM11 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM11 has been reduced to zero; sixth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM10
and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until
the Uncertificated Balance of REMIC I Regular Interest I-LTM10 has been reduced
to zero; seventh, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM9 has been reduced to zero; eighth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM8 and
REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM8 has been reduced to
zero; ninth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
REMIC I Regular Interest I-LTM7 and REMIC I Regular Interest I-LTZZ, [__]%,[__]%
and [__]%, respectively, until the Uncertificated Balance of REMIC I Regular
Interest I-LTM7 has been reduced to zero; tenth, to the Uncertificated Balances
of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM6 and REMIC I
Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM6 has been reduced to
zero; eleventh, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM5 has been reduced to zero; twelfth, to the Uncertificated
Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM4 and
REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM4 has been reduced to
zero; thirteenth, to the Uncertificated Balances of REMIC I Regular Interest
I-LTAA, REMIC I Regular Interest I-LTM3 and REMIC I Regular Interest I-LTZZ,
[__]%,[__]% and [__]%, respectively, until the Uncertificated Balance of REMIC I
Regular Interest I-LTM3 has been reduced to zero; fourteenth, to the
Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, [__]%,[__]% and [__]%,
respectively, until the Uncertificated Balance of REMIC I Regular Interest
I-LTM2 has been reduced to zero and fifteenth, to the Uncertificated Balances of
REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC I
Regular Interest I-LTZZ, [__]%,[__]% and [__]%, respectively, until the
Uncertificated Balance of REMIC I Regular Interest I-LTM1 has been reduced to
zero.

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

         SECTION 4.05 Compliance with Withholding Requirements.

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

         SECTION 4.06 Net WAC Rate Carryover Reserve Account.

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

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

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

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

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

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

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

         SECTION 4.07 [Reserved].

         SECTION 4.08 Cap Account

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

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

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

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

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

         SECTION 4.09 [Reserved]


<PAGE>


                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.01 The Certificates.

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

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

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

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

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

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

         SECTION 5.02 Registration of Transfer and Exchange of Certificates.

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

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

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

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

         No transfer of a Private Certificate or any interest therein shall be
made to any Plan subject to ERISA or Section 4975 of the Code, any Person
acting, directly or indirectly, on behalf of any such Plan or any Person
acquiring such Certificates with "Plan Assets" of a Plan within the meaning of
the Department of Labor regulation promulgated at 29 C.F.R.ss. 2510.3-101 ("Plan
Assets"), as certified by such transferee in the form of Exhibit G, unless, (i)
in the case of a Class CE Certificate, a Class P Certificate or Residual
Certificate, the Trust Administrator is provided with an Opinion of Counsel on
which the Trust Administrator, the Depositor, the Trustee and the Servicer may
rely, to the effect that the purchase of such Certificates is permissible under
ERISA and the Code, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Depositor, the Servicer, the Trustee, the Trust Administrator or the Trust Fund
to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
the Trustee, the Trust Administrator or the Trust Fund or (ii) in the case of a
Class M-11 Certificate, Class M-12 Certificate or Class M-13 Certificate, (1)
such Person is an insurance company, (2) the source of funds used to acquire or
hold the Certificate or interest therein is an "insurance company general
account," as such term is defined in Prohibited Transaction Class Exemption
("PTCE") 95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have
been satisfied. Neither a certification nor an Opinion of Counsel will be
required in connection with (i) the initial transfer of any such Certificate by
the Depositor to an Affiliate of the Depositor or, in the case of the Residual
Certificates, the first transfer by an Affiliate of the Depositor, (ii) the
transfer of any such Class CE, Class P or Residual Certificate to the issuer
under the Indenture or the indenture trustee under the Indenture or (iii) a
transfer of any such Class CE, Class P or Residual Certificate from the issuer
under the Indenture or the indenture trustee under the Indenture to the
Depositor or an Affiliate of the Depositor (in which case, the Depositor or any
Affiliate thereof shall have deemed to have represented that such Affiliate is
not a Plan or a Person investing Plan Assets) and the Trust Administrator shall
be entitled to conclusively rely upon a representation (which, upon the request
of the Trust Administrator, shall be a written representation) from the
Depositor of the status of such transferee as an affiliate of the Depositor.

         Each beneficial owner of a Mezzanine Certificate (other than a Class
M-11 Certificate, Class M-12 Certificate or Class M-13 Certificate) or any
interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that certificate or interest therein, that either (i)
it is not a Plan investor, (ii) it has acquired and is holding such Mezzanine
Certificate in reliance on the Underwriters' Exemption, and that it understands
that there are certain conditions to the availability of the Underwriters'
Exemption, including that such Mezzanine Certificate must be rated, at the time
of purchase, not lower than "BBB-" (or its equivalent) by S&P, Moody's or Fitch
and the Certificates are so rated or (iii) (1) it is an insurance company, (2)
the source of funds used to acquire or hold the Certificate or interest therein
is an "insurance company general account," as such term is defined in PTCE
95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been
satisfied.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.

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

         SECTION 5.04 Persons Deemed Owners.

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

         SECTION 5.05 Certain Available Information.

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


<PAGE>


                                   ARTICLE VI

                         THE DEPOSITOR AND THE SERVICER

         SECTION 6.01 Liability of the Depositor and the Servicer.

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

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

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

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

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

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

         SECTION 6.04 Limitation on Resignation of the Servicer.

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

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

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

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

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

         SECTION 6.06 Duties of the Credit Risk Manager.

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

         SECTION 6.07 Limitation Upon Liability of the Credit Risk Manager.

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

         SECTION 6.08 Removal of the Credit Risk Manager.

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


<PAGE>


                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.01 Servicer Events of Default.

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 7.03 Notification to Certificateholders.

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

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

         SECTION 7.04 Waiver of Servicer Events of Default.

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


<PAGE>


                                  ARTICLE VIII

               CONCERNING THE TRUSTEE AND THE TRUST ADMINISTRATOR

         SECTION 8.01 Duties of Trustee and Trust Administrator.

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

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

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

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

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

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

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

         Neither the Trustee nor the Trust Administrator shall be required to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, in each case not including expenses, disbursements and
advances incurred or made by the Trustee or the Trust Administrator, as
applicable, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee's or the Trust
Administrator's, as the case may be, performance in accordance with the
provisions of this Agreement, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. With respect to the Trustee and the Trust
Administrator, none of the provisions contained in this Agreement shall in any
event require the Trustee or the Trust Administrator, as the case may be, to
perform, or be responsible for the manner of performance of, any of the
obligations of the Servicer under this Agreement, except during such time, if
any, as the Trustee or the Trust Administrator, as applicable, shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of this Agreement.

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

         (a) Except as otherwise provided in Section 8.01:

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

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

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

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

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

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

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

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

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

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

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

         SECTION 8.04 Trustee and Trust Administrator May Own Certificates.

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

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

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

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

         SECTION 8.06 Eligibility Requirements for Trustee and Trust
                      Administrator.

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

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

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

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

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

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

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

         SECTION 8.08 Successor Trustee or Trust Administrator.

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

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

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

         SECTION 8.09 Merger or Consolidation of Trustee or Trust Administrator.

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

         SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

         Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of REMIC I or property securing the same may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of REMIC I, and to
vest in such Person or Persons, in such capacity, such title to REMIC I, or any
part thereof, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. If the Servicer shall not have joined in
such appointment within 15 days after the receipt by it of a request to do so,
or in case a Servicer Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.

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

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

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

         SECTION 8.11 [Reserved].

         SECTION 8.12 Appointment of Office or Agency.

         The Trust Administrator will appoint an office or agency in the City of
New York where the Certificates may be surrendered for registration of transfer
or exchange, and presented for final distribution, and where notices and demands
to or upon the Trust Administrator in respect of the Certificates and this
Agreement may be served.

         SECTION 8.13 Representations and Warranties.

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

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

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

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

(iv)     This Agreement, assuming due authorization, execution and delivery by
         the other parties hereto, constitutes a valid, legal and binding
         obligation of it, enforceable against it in accordance with the terms
         hereof, subject to (A) applicable bankruptcy, insolvency, receivership,
         reorganization, moratorium and other laws affecting the enforcement of
         creditors' rights generally, and (B) general principles of equity,
         regardless of whether such enforcement is considered in a proceeding in
         equity or at law.

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

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

         SECTION 8.14 [Reserved].

         SECTION 8.15 No Trustee or Trust Administrator Liability for Actions or
                      Inactions of Custodians.

         Notwithstanding anything to the contrary herein, in no event shall the
Trustee pr the Trust Administrator be liable to any party hereto or to any third
party for the performance of any custody-related functions with respect to which
the applicable Custodian shall fail to take action on behalf of the Trustee or
Trust Administrator, as the case may be, or, with respect to which the
performance of custody-related functions pursuant to the terms of the custodial
agreement with the applicable Custodian shall fail to satisfy all the related
requirements under this Agreement.


<PAGE>


                                   ARTICLE IX

                                   TERMINATION

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

         (a) Subject to Section 9.02, the respective obligations and
responsibilities under this Agreement of the Depositor, the Servicer, the
Trustee and the Trust Administrator with respect to the Mortgage Loans (other
than the obligations of the Servicer to the Trustee and the Trust Administrator
pursuant to Section 8.05 and of the Servicer to provide for and the Trust
Administrator to make payments in respect of the REMIC I Regular Interests and
the Classes of Certificates as hereinafter set forth) shall terminate upon
payment to the Certificateholders and the deposit of all amounts held by or on
behalf of the Trustee or the Trust Administrator and required hereunder to be so
paid or deposited on the Distribution Date coinciding with or following the
earlier to occur of (i) the purchase by the Terminator (on a servicing retained
basis) of all Mortgage Loans and each related REO Property remaining in REMIC I
and (ii) the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan or related REO Property remaining in REMIC I;
provided, however, that in no event shall the trust created hereby continue
beyond the earlier of (a) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
United States to the Court of St. James, living on the date hereof and (b) the
Latest Possible Maturity Date (as defined in the Preliminary Statement).

         Subject to Section 3.10 hereof, the purchase by the Terminator of all
Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans
and the appraised value of any REO Properties (such appraisal to be conducted by
an appraiser mutually agreed upon by the Servicer and the Trust Administrator)
and (ii) the fair market value of the Mortgage Loans and the REO Properties (as
determined by the Servicer, with the consent of the Trust Administrator as of
the close of business on the third Business Day next preceding the date upon
which notice of any such termination is furnished to the related
Certificateholders pursuant to Section 9.01(c)), in each case plus accrued and
unpaid interest thereon at the weighted average of the Mortgage Rates through
the end of the Due Period preceding the final Distribution Date plus
unreimbursed Servicing Advances allocable to such Mortgage Loans and REO
Properties (the "Termination Price"); provided, however, such option may only be
exercised if the Termination Price is sufficient to result in the payment of all
interest accrued on, as well as amounts necessary to retire the principal
balance of, each class of notes issued pursuant to the Indenture.

         (b) The Servicer shall have the right (the party exercising such right,
the "Terminator"), to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC I pursuant to clause (i) of the preceding paragraph no later
than the Determination Date in the month immediately preceding the Distribution
Date on which the Certificates will be retired; provided, however, that the
Terminator may elect to purchase all of the Mortgage Loans and each REO Property
remaining in REMIC I pursuant to clause (i) above only if the aggregate Stated
Principal Balance of the Mortgage Loans and each REO Property remaining in the
Trust Fund at the time of such election is reduced to less than [__]% of the
aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date.
By acceptance of a Residual Certificate, the Holders of the Residual
Certificates agree, in connection with any termination hereunder, to assign and
transfer any amounts in excess of par, and to the extent received in respect of
such termination, to pay any such amounts to the Holders of the Class CE
Certificates.

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

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

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

         SECTION 9.02 Additional Termination Requirements.

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

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

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

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

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

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


<PAGE>


                                    ARTICLE X

                                REMIC PROVISIONS

         SECTION 10.01 REMIC Administration.

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

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

         (c) The Trust Administrator shall pay any and all expenses relating to
any tax audit of the Trust Fund (including, but not limited to, any professional
fees or any administrative or judicial proceedings with respect to any Trust
REMIC that involve the Internal Revenue Service or state tax authorities), and
shall be entitled to reimbursement from the Trust therefor to the extent
permitted under Section 8.05. The Trust Administrator, as agent for any Trust
REMIC's tax matters person, shall (i) act on behalf of the Trust Fund in
relation to any tax matter or controversy involving any Trust REMIC and (ii)
represent the Trust Fund in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority with respect
thereto. The holder of the largest Percentage Interest of the Residual
Certificates shall be designated, in the manner provided under Treasury
regulations section 1.860F-4(d) and Treasury regulations section
301.6231(a)(7)-1, as the tax matters person of the related REMIC created
hereunder. By its acceptance thereof, the holder of the largest Percentage
Interest of the Residual Certificates hereby agrees to irrevocably appoint the
Trust Administrator or an Affiliate as its agent to perform all of the duties of
the tax matters person for the Trust Fund.

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

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

         (f) The Servicer, the Trustee and the Trust Administrator shall take
such action and shall cause any Trust REMIC to take such action as shall be
necessary to create or maintain the status thereof as a REMIC under the REMIC
Provisions. The Servicer, the Trustee and the Trust Administrator shall not take
any action, cause the Trust Fund to take any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of any Trust REMIC as a
REMIC or (ii) result in the imposition of a tax upon the Trust Fund (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, an "Adverse REMIC Event")
unless the Trustee and the Trust Administrator have received an Opinion of
Counsel, addressed to the Trustee and the Trust Administrator (at the expense of
the party seeking to take such action but in no event at the expense of the
Trust Administrator or the Trustee) to the effect that the contemplated action
will not, with respect to any Trust REMIC, endanger such status or result in the
imposition of such a tax, nor shall the Servicer take or fail to take any action
(whether or not authorized hereunder) as to which the Trustee or the Trust
Administrator has advised it in writing that it has received an Opinion of
Counsel to the effect that an Adverse REMIC Event could occur with respect to
such action. In addition, prior to taking any action with respect to any Trust
REMIC or its assets, or causing any Trust REMIC to take any action, which is not
contemplated under the terms of this Agreement, the Servicer will consult with
the Trustee and the Trust Administrator or their designee, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to any Trust REMIC, and the Servicer shall not take any such action or
cause any Trust REMIC to take any such action as to which the Trustee or the
Trust Administrator has advised it in writing that an Adverse REMIC Event could
occur. The Trust Administrator and the Trustee may consult with counsel to make
such written advice, and the cost of same shall be borne by the party seeking to
take the action not permitted by this Agreement, but in no event shall such cost
be an expense of the Trustee or the Trust Administrator. At all times as may be
required by the Code, the Trust Administrator, the Trustee or Servicer will
ensure that substantially all of the assets of any Trust REMIC will consist of
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

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

         (h) [Reserved].

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

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

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

         SECTION 10.02 Prohibited Transactions and Activities.

         None of the Depositor, the Servicer, the Trust Administrator or the
Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
(except in connection with (i) the foreclosure of a Mortgage Loan, including but
not limited to, the acquisition or sale of a Mortgaged Property acquired by deed
in lieu of foreclosure, (ii) the bankruptcy of any Trust REMIC, (iii) the
termination of any Trust REMIC pursuant to Article IX of this Agreement, (iv) a
substitution pursuant to Article II of this Agreement or (v) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any
assets for any Trust REMIC (other than REO Property acquired in respect of a
defaulted Mortgage Loan), nor sell or dispose of any investments in the
Collection Account or the Distribution Account for gain, nor accept any
contributions to any Trust REMIC after the Closing Date (other than a Qualified
Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it
has received an Opinion of Counsel, addressed to the Trustee and the Trust
Administrator (at the expense of the party seeking to cause such sale,
disposition, substitution, acquisition or contribution but in no event at the
expense of the Trustee or the Trust Administrator) that such sale, disposition,
substitution, acquisition or contribution will not (a) affect adversely the
status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC to be subject
to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.

         SECTION 10.03 Servicer, Trustee and Trust Administrator
Indemnification.

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

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

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


<PAGE>


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         SECTION 11.01 Amendment.

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

         This Agreement may also be amended from time to time by the Depositor,
the Servicer, the Trustee and the Trust Administrator with the consent of the
Holders of Certificates entitled to at least [__]% of the Voting Rights for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or of modifying in any manner the rights of
the Cap Provider or Holders of Certificates; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received on Mortgage Loans which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate, (ii)
adversely affect in any material respect the interests of the Cap Provider or
Holders of any Class of Certificates (as evidenced by either (i) an Opinion of
Counsel delivered to the Trustee and Trust Administrator or (ii) written notice
to the Depositor, the Servicer, the Trustee and the Trust Administrator from the
Rating Agencies that such action will not result in the reduction or withdrawal
of the rating of any outstanding Class of Certificates with respect to which it
is a Rating Agency) in a manner, other than as described in (i), without the
consent of the Holders of Certificates of such Class evidencing at least [__]%
of the Voting Rights allocated to such Class, or (iii) modify the consents
required by the immediately preceding clauses (i) and (ii) without the consent
of the Holders of all Certificates then outstanding. Notwithstanding any other
provision of this Agreement, for purposes of the giving or withholding of
consents pursuant to this Section 11.01, Certificates registered in the name of
the Depositor or the Servicer or any Affiliate thereof shall be entitled to
Voting Rights with respect to matters affecting such Certificates.

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

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

         Notwithstanding any of the other provisions of this Section 11.01, none
of the Depositor, the Servicer or the Trustee shall enter into any amendment to
Section 4.01(e), Section 4.08 or Section 11.10 of this Agreement without the
prior written consent of the Cap Provider.

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

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

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

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

         SECTION 11.02 Recordation of Agreement; Counterparts.

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

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

         SECTION 11.03 Limitation on Rights of Certificateholders.

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

         No Certificateholder shall have any right to vote (except as expressly
provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth, or contained in the terms of any of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action taken by the parties to this Agreement pursuant to any provision hereof.

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

         SECTION 11.04 Governing Law.

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

         SECTION 11.05 Notices.

         All directions, demands and notices hereunder shall be sent (i) via
facsimile (with confirmation of receipt) or (ii) in writing and shall be deemed
to have been duly given when received if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service or delivered
in any other manner specified herein, to (a) in the case of the Depositor, 390
Greenwich Street, New York, New York 10013, Attention: Mortgage Finance Group
(telecopy number (212) 723-8604), or such other address or telecopy number as
may hereafter be furnished to the Servicer, the Trust Administrator and the
Trustee in writing by the Depositor, (b) in the case of [_______________],
[_______________], Attention: [_______________] (telecopy number:
[_______________]), or such other address or telecopy number as may hereafter be
furnished to the Trustee, the Trust Administrator and the Depositor in writing
by the Servicer, (c) in the case of the Trust Administrator, [_______________],
Attention: [_______________] (telecopy number [_______________]), or such other
address or telecopy number as may hereafter be furnished to the Trustee, the
Servicer and the Depositor in writing by the Trust Administrator and (d) in the
case of the Trustee, [_______________], Attention: [_______________] (telecopy
number [_______________]), or such other address or telecopy number as may
hereafter be furnished to the Servicer, the Trust Administrator and the
Depositor in writing by the Trustee. Any notice required or permitted to be
given to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder also shall be mailed to the appropriate party in the manner
set forth above.

         SECTION 11.06 Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.

         SECTION 11.07 Notice to Rating Agencies.

         The Trust Administrator shall use its best efforts promptly to provide
notice to the Rating Agencies, and the Servicer shall use its best efforts
promptly to provide notice to the Trust Administrator, with respect to each of
the following of which the Trust Administrator or the Servicer, as applicable,
has actual knowledge:

                  1. Any material change or amendment to this Agreement;

                  2. The occurrence of any Servicer Event of Default that has
not been cured or waived;

                  3. The resignation or termination of any Servicer, the Trust
Administrator or the Trustee;

                  4. The repurchase or substitution of Mortgage Loans pursuant
to or as contemplated by Section 2.03;

                  5. The final payment to the Holders of any Class of
Certificates;

                  6. Any change in the location of the Collection Account or the
Distribution Account;

                  7. Any event that would result in the inability of the Trust
Administrator or the Trustee, as applicable, were it to succeed as Servicer, to
make advances regarding delinquent Mortgage Loans; and

                  8. The filing of any claim under the Servicer's blanket bond
and errors and omissions insurance policy required by Section 3.14 or the
cancellation or material modification of coverage under any such instrument.

         In addition, the Trust Administrator shall make available to the Rating
Agencies copies of each report to Certificateholders described in Section 4.02
and the Servicer, as required pursuant to Section 3.20 and Section 3.21, shall
promptly furnish to the Rating Agencies copies of the following:

                  1. Each annual statement as to compliance described in Section
3.20; and

                  2. Each annual independent public accountants' servicing
report described in Section 3.21.

         Any such notice pursuant to this Section 11.07 shall be in writing and
shall be deemed to have been duly given if personally delivered at or mailed by
first class mail, postage prepaid, or by express delivery service to Fitch
Ratings, One State Street Plaza, New York, New York 10004, to Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041 and to Moody's at 99 Church Street, New York,
New York 10007 or such other addresses as the Rating Agencies may designate in
writing to the parties hereto.

         SECTION 11.08 Article and Section References.

         All article and section references used in this Agreement, unless
otherwise provided, are to articles and sections in this Agreement.

         SECTION 11.09 Grant of Security Interest.

         It is the express intent of the parties hereto that the conveyance of
the Mortgage Loans by the Depositor to the Trustee be, and be construed as, a
sale of the Mortgage Loans by the Depositor and not a pledge of the Mortgage
Loans by the Depositor to secure a debt or other obligation of the Depositor.
However, in the event that, notwithstanding the aforementioned intent of the
parties, the Mortgage Loans are held to be property of the Depositor, then, (a)
it is the express intent of the parties that such conveyance be deemed a pledge
of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor and (b)(1) this Agreement shall also be deemed to be
a security agreement within the meaning of Articles 8 and 9 of the Uniform
Commercial Code as in effect from time to time in the State of New York; (2) the
conveyance provided for in Section 2.01 hereof shall be deemed to be a grant by
the Depositor to the Trustee of a security interest in all of the Depositor's
right, title and interest in and to the Mortgage Loans and all amounts payable
to the holders of the Mortgage Loans in accordance with the terms thereof and
all proceeds of the conversion, voluntary or involuntary, of the foregoing into
cash, instruments, securities or other property, including without limitation
all amounts, other than investment earnings, from time to time held or invested
in the Collection Account and the Distribution Account, whether in the form of
cash, instruments, securities or other property; (3) the obligations secured by
such security agreement shall be deemed to be all of the Depositor's obligations
under this Agreement, including the obligation to provide to the
Certificateholders the benefits of this Agreement relating to the Mortgage Loans
and the Trust Fund; and (4) notifications to persons holding such property, and
acknowledgments, receipts or confirmations from persons holding such property,
shall be deemed notifications to, or acknowledgments, receipts or confirmations
from, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
Accordingly, the Depositor hereby grants to the Trustee a security interest in
the Mortgage Loans and all other property described in clause (2) of the
preceding sentence, for the purpose of securing to the Trustee the performance
by the Depositor of the obligations described in clause (3) of the preceding
sentence. Notwithstanding the foregoing, the parties hereto intend the
conveyance pursuant to Section 2.01 to be a true, absolute and unconditional
sale of the Mortgage Loans and assets constituting the Trust Fund by the
Depositor to the Trustee.

         SECTION 11.10 Third Party Rights.

         The Cap Provider shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto, and shall have the
right to enforce the provisions of this Agreement.


<PAGE>


         IN WITNESS WHEREOF, the Depositor, the Servicer, the Trust
Administrator and the Trustee have caused their names to be signed hereto by
their respective officers thereunto duly authorized, in each case as of the day
and year first above written.

                                            CITIGROUP MORTGAGE LOAN TRUST INC.,
                                            as Depositor


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            [_______________],
                                            as a Servicer


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            [_______________],
                                            as Trust Administrator


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


                                            [_______________],
                                            not in its individual capacity
                                            but solely as Trustee


                                            By:
                                               ---------------------------------
                                            Name:
                                            Title:


<PAGE>


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


         On the ____ day of [______________], before me, a notary public in and
for said State, personally appeared __________________, known to me to be a
__________________ of Citigroup Mortgage Loan Trust Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                 -------------------------
                                                      Notary Public


[Notarial Seal]


<PAGE>


STATE OF ______________)
                       ) ss.:
COUNTY OF ___________  )


         On the ____ day of [______________], before me, a notary public in and
for said State, personally appeared _________________, known to me to be a
________________ of [______________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                 -------------------------
                                                      Notary Public


[Notarial Seal]


<PAGE>



STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


         On the ____ day of [______________], before me, a notary public in and
for said State, personally appeared _________________, known to me to be a
________________ of [______________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                 -------------------------
                                                      Notary Public


[Notarial Seal]


<PAGE>


STATE OF ____________   )
                        ) ss.:
COUNTY OF ___________   )


         On the ____ day of [______________], before me, a notary public in and
for said State, personally appeared _________________, known to me to be a
________________ of [______________], one of the entities that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such entity executed the
within instrument.

         IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.

                                                 -------------------------
                                                      Notary Public


[Notarial Seal]

<PAGE>



                                   EXHIBIT A-1

                        FORM OF CLASS A-[__] CERTIFICATE

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
         PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
         CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
         OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
         ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
         TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
         & CO., HAS AN INTEREST HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
         "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS
         THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE
         INTERNAL REVENUE CODE OF 1986 (THE "CODE").


Series [____]                            Aggregate Certificate Principal Balance
                                         of the Class A-[__] Certificates as of
                                         the Issue Date: $[________].00

Pass-Through Rate: Variable              Denomination: $[________].00

Cut-off Date and date of Pooling and     Servicer:  [___________]
Servicing Agreement: [___________]

First Distribution Date: [__________]    Trust Administrator:  [___________]

No. 1                                    Trustee: [_________]

                                         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, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by

                                [_______________]

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         [_________], THE SERVICER, THE TRUST ADMINISTRATOR, 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-[__] Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class A-[__] Certificates in the REMIC created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
[_________] (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, the Trust Administrator 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-[__] 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 the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified above in the Class of Certificates to which the
Certificate belongs.

         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 Servicer, the Trust Administrator and the Trustee and the rights
of the Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations 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 Trust Administrator 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 Trust
Administrator 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, the 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 Trust Administrator 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 Servicer, the Trust Administrator the Trustee and
any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trust
Administrator, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trust Administrator 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 and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC 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 the REMIC 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 to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

         The recitals contained herein shall be taken as statements of the
Depositor, and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: [_________] ___, [___]


                                           [___________], as Trust Administrator


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [___________], as Trust Administrator


                                            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                  -------------------
     tenants in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
                       Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset-Backed
Pass-Through Certificates and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .


Dated:                                     -------------------------------------
                                           Signature by or on behalf of assignor


                                           -------------------------------------
                                           Signature Guaranteed


<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 numbe______________________________,
or, if mailed by check, to______________________________________________________
______________________________________________________________________________ .

Applicable statements should be mailed to_______________________________________
______________________________________________________________________________ .

         This information is provided by ______________________________________,
the assignee named above, or ____________________________________, as its agent.


<PAGE>


                                   EXHIBIT A-5

                         FORM OF CLASS [__] CERTIFICATE

   UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
   DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR
   ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
   CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
   NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
   IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
   AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
   FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
   REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

   SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
   INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
   DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE
   OF 1986 (THE "CODE").

   THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT
   DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

   NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
   RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
   OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
   THE PROCEDURES.

Series [____]                            Aggregate Certificate Principal Balance
                                         of the Class [__] Certificates as of
                                         the Issue Date: $[________].00

Pass-Through Rate: Variable              Denomination: $[________].00

Cut-off Date and date of Pooling and     Servicer:  [___________]
Servicing Agreement: [___________]

First Distribution Date: [__________]    Trust Administrator:  [___________]

No. 1                                    Trustee: [_________]

                                         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, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by

                                  [___________]

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         [_________], THE SERVICER, THE TRUST ADMINISTRATOR, 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 [__] Certificates as of the
Issue Date) in that certain beneficial ownership interest evidenced by all the
Class [__] Certificates in the REMIC created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among [_________]
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer, the Trust Administrator 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 [__] 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 the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified above in the Class of Certificates to which the
Certificate belongs.

         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 Servicer, the Trust Administrator and the Trustee and the rights
of the Certificateholders, under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations 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 Trust Administrator 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 Trust
Administrator 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.

         No transfer of this Certificate to a Plan subject to ERISA or section
4975 of the Code, any Person acting, directly or indirectly, on behalf of any
such Plan or any Person using "Plan Assets" to acquire this Certificate shall be
made except in accordance with Section 5.02(b) of the Agreement.

         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, the 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 Trust Administrator 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 Servicer, the Trust Administrator, the Trustee and
any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trust
Administrator, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trust Administrator 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 and REO Property
remaining in the REMIC and (ii) the purchase by the party designated in the
Agreement at a price determined as provided in the Agreement from the REMIC 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 the REMIC 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 to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate principal balance of the Mortgage Loans as of the Cut-off
Date.

         The recitals contained herein shall be taken as statements of the
Depositor, and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: [_________] ___, [___]


                                           [___________], as Trust Administrator


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [___________], as Trust Administrator


                                            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                  -------------------
     tenants in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
                       Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset-Backed
Pass-Through Certificates and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .


Dated:                                     -------------------------------------
                                           Signature by or on behalf of assignor


                                           -------------------------------------
                                           Signature Guaranteed


<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 numbe______________________________,
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-17

                          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 (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 SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
   OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
   THE PROCEDURES DESCRIBED HEREIN.


Series: [____]                           Aggregate Certificate Principal Balance
                                         of the Class CE Certificates as of the
                                         Issue Date: $[_________]

Pass-Through Rate: Variable              Denomination: $[_________]

Cut-off Date and date of Pooling and     Servicer:  [___________]
Servicing  Agreement: [___________]

First Distribution Date: [__________]    Trust Administrator: [___________]

No. 1                                    Trustee: [_________]

Aggregate Notional Amount of the Class   Issue Date: [___________]

CE Certificates as of the Issue Date: $[_________]


   THE OUTSTANDING CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL AMOUNT HEREOF AT
   ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE INITIAL CERTIFICATE
   PRINCIPAL BALANCE OR NOTIONAL AMOUNT, AS THE CASE MAY BE, OF THIS
   CERTIFICATE.


<PAGE>


                      ASSET BACKED PASS-THROUGH CERTIFICATE

evidencing a beneficial ownership interest in a portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate and adjustable-rate, first lien and second lien mortgage
loans (the "Mortgage Loans") formed and sold by

                                [_______________]

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         [_________], THE SERVICER, THE TRUST ADMINISTRATOR, 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 REMIC II created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among
[_________] (hereinafter called the "Depositor," which term includes any
successor entity under the Agreement), the Servicer, Trust Administrator 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 the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified above in the Class of Certificates to which the
Certificate belongs.

         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 Servicer, the Trust Administrator and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations 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 Trust Administrator 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 Trust
Administrator 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.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the 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 or
the Trust Administrator is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor, the Servicer and any Sub-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(b) of the Agreement.

         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, the 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 Trust Administrator 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 Servicer, the Trust Administrator, the Trustee and
any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trust
Administrator, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trust Administrator 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 and REO Property
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 to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.


Dated: [_________] ___, [___]


                                           [___________], as Trust Administrator


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [___________], as Trust Administrator


                                            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                  -------------------
     tenants in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
                       Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset-Backed
Pass-Through Certificates and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .


Dated:                                     -------------------------------------
                                           Signature by or on behalf of assignor


                                           -------------------------------------
                                           Signature Guaranteed


<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 numbe______________________________,
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-18

                           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 (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 SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
   OF 1974, AS AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH
   THE PROCEDURES DESCRIBED HEREIN.


Series: [____]                           Aggregate Certificate Principal Balance
                                         of the Class P Certificates as of the
                                         Issue Date: $100.00

Cut-off Date and date of Pooling and     Denomination: $100.00
Servicing Agreement: [_____________]

First Distribution Date: [__________]    Servicer:  [___________]

No. 1                                    Trust Administrator:  [___________]

                                         Trustee: [_________]

                                         Issue Date: [___________]

   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, fixed-rate
and adjustable-rate, first lien and second lien mortgage loans (the "Mortgage
Loans") formed and sold by

                                [______________]

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         [_________], THE SERVICER, THE TRUST ADMINISTRATOR, 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 P Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class P Certificates in REMIC II created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among [_________]
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the 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 the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as Asset Backed Pass-Through Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified above in the Class of Certificates to which the
Certificate belongs.

         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 Servicer, the Trust Administrator and the Trustee and the rights
of the Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         As provided in the Agreement and subject to certain limitations 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 Trust Administrator 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 Trust
Administrator 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.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the 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 or
the Trust Administrator is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor, the Servicer and any Sub-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(b) of the Agreement.

         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, the 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 Trust Administrator 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 Servicer, the Trust Administrator, the Trustee and
any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trust
Administrator, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trust Administrator 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 and REO Property
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 to purchase is subject to the aggregate Stated
Principal Balance of the Mortgage Loans at the time of purchase being less than
10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: [_________] ___, [___]


                                           [___________], as Trust Administrator


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [___________], as Trust Administrator


                                            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                  -------------------
     tenants in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
                       Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset-Backed
Pass-Through Certificates and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .


Dated:                                     -------------------------------------
                                           Signature by or on behalf of assignor


                                           -------------------------------------
                                           Signature Guaranteed


<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 numbe______________________________,
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-19

                           FORM OF CLASS R CERTIFICATE

   THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

   SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
   INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC"), AS THOSE
   TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
   REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

   ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
   ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT
   REFERRED TO HEREIN.

   THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
   ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
   RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
   OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
   UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
   ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
   HEREIN.

   NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
   RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT
   INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE
   REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

   ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
   ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT
   (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
   ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
   INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
   FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
   SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
   THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
   511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF
   THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3)
   SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
   AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS
   TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE
   SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
   OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
   CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
   CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
   ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
   EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
   CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
   THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
   CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
   PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
   AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
   IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series [____]                             Aggregate Percentage Interest of the
                                          Class R Certificates as of the Issue
                                          Date: 100%
Cut-off Date and date of Pooling and
Servicing Agreement: [___________]

First Distribution Date: [___________]    Servicer:  [___________]

No. 1                                     Trust Administrator:  [___________]

                                          Trustee: [_________]

                                          Issue Date: [___________]

   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 portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate, first lien mortgage loans (the "Mortgage Loans") formed
and sold by

                                 [____________]

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         [_________], THE SERVICER, THE TRUST ADMINISTRATOR, 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 R Certificates as of
the Issue Date) in that certain beneficial ownership interest evidenced by all
the Class R Certificates created pursuant to a Pooling and Servicing Agreement,
dated as specified above (the "Agreement"), among [_________] (hereinafter
called the "Depositor," which term includes any successor entity under the
Agreement), the Servicer, the Trust Administrator 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 the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as 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 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 Servicer, the Trust Administrator, the Trustee, and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         Any resale, transfer or other disposition of this certificate may be
made only in accordance with the provisions of section 5.02 of the agreement
referred to herein.

         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 Trust Administrator 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 Trust
Administrator 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, the 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 Trust Administrator 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.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the 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 or
the Trust Administrator is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor, the Servicer and any Sub-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(b) of the Agreement.

         Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trust
Administrator (i) an affidavit to the effect that such transferee is any Person
other than a Disqualified Organization or the agent (including a broker, nominee
or middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R Certificates have been designated as a
residual interest in REMIC I and REMIC II, (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 REMIC I or REMIC II.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Servicer, the Trust Administrator, the Trustee and
any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trust
Administrator, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trust Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the holders of the Class
X Certificates or the Servicer of all Mortgage Loans and related REO Property
remaining in REMIC I, (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. 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 to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor, and none of the Trustee, Servicer or Trust Administrator assume
responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: [_________] ___, [___]


                                           [___________], as Trust Administrator


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [___________], as Trust Administrator


                                            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                  -------------------
     tenants in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
                       Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset-Backed
Pass-Through Certificates and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .


Dated:                                     -------------------------------------
                                           Signature by or on behalf of assignor


                                           -------------------------------------
                                           Signature Guaranteed


<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 numbe______________________________,
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-20

                          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").

   ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
   ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT
   REFERRED TO HEREIN.

   THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
   ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
   RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS
   OR IS SOLD OR TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION
   UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
   ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT REFERRED TO
   HEREIN.

   NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER
   RETIREMENT ARRANGEMENT (EACH A "PLAN") SUBJECT TO THE EMPLOYEE RETIREMENT
   INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR THE CODE WILL BE
   REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

   ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
   ONLY IF THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE THAT
   (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY POSSESSION THEREOF,
   ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
   INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
   FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN
   SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF
   THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
   511 OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF
   THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3)
   SHALL HEREINAFTER BE REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (4) AN
   AGENT OF A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS
   TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE
   SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION
   OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE
   CERTIFICATE REGISTER OF ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
   CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
   ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
   EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
   CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
   THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
   CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO THE
   PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
   AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
   IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CERTIFICATE.

Series [____]                           Aggregate Percentage Interest of the
                                        Class R-X Certificates as of the Issue
                                        Date: 100%

Cut-off Date and date of Pooling and
Servicing Agreement: [___________]

First Distribution Date: [___________]  Servicer:  [___________]

No. 1                                   Trust Administrator:  [___________]

                                        Trustee: [_________]

                                        Issue Date: [___________]


   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 portion of a Trust Fund (the
"Trust Fund") consisting primarily of a pool of conventional one- to
four-family, fixed-rate, first lien mortgage loans (the "Mortgage Loans") formed
and sold by

                                  [___________]

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN
         [_________], THE SERVICER, THE TRUST ADMINISTRATOR, 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 R-X Certificates as
of the Issue Date) in that certain beneficial ownership interest evidenced by
all the Class R-X Certificates created pursuant to a Pooling and Servicing
Agreement, dated as specified above (the "Agreement"), among [_________]
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer, the Trust Administrator 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 the Trust Administrator by wire transfer in
immediately available funds to the account of the Person entitled thereto if
such Person shall have so notified the Trust Administrator in writing at least
five Business Days prior to the Record Date immediately prior to such
Distribution Date or otherwise by check mailed by first class mail to the
address of 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 Trust Administrator of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency appointed by the Trust Administrator for
that purpose as provided in the Agreement.

         This Certificate is one of a duly authorized issue of Certificates
designated as 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 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 Servicer, the Trust Administrator, the Trustee, and the rights of
the Certificateholders under the Agreement at any time by the Depositor, the
Servicer, the Trust Administrator and the Trustee with the consent of the
Holders of Certificates entitled to at least 66% of the Voting Rights. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

         Any resale, transfer or other disposition of this certificate may be
made only in accordance with the provisions of section 5.02 of the agreement
referred to herein.

         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 Trust Administrator 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 Trust
Administrator 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, the 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 Trust Administrator 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.

         No transfer of this Certificate shall be made unless the transfer is
made pursuant to an effective registration statement under the Securities Act of
1933, as amended (the "1933 Act"), and an effective registration or
qualification under applicable state securities laws, or is made in a
transaction that does not require such registration or qualification. In the
event that such a transfer of this Certificate is to be made without
registration or qualification, the Trust Administrator shall require receipt of
(i) if such transfer is purportedly being made in reliance upon Rule 144A under
the 1933 Act, written certifications from the Holder of the Certificate desiring
to effect the transfer, and from such Holder's prospective transferee,
substantially in the forms attached to the Agreement as Exhibit F-1, and (ii) in
all other cases, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Trust Administrator or the 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 or
the Trust Administrator is obligated to register or qualify the Class of
Certificates specified on the face hereof under the 1933 Act or any other
securities law or to take any action not otherwise required under the Agreement
to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Trust Administrator, the
Depositor, the Servicer and any Sub-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(b) of the Agreement.

         Prior to registration of any transfer, sale or other disposition of
this Certificate, the proposed transferee shall provide to the Trust
Administrator (i) an affidavit to the effect that such transferee is any Person
other than a Disqualified Organization or the agent (including a broker, nominee
or middleman) of a Disqualified Organization, and (ii) a certificate that
acknowledges that (A) the Class R-X Certificates have been designated as a
residual interest in REMIC I and REMIC II, (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 REMIC I or REMIC II.

         No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trust Administrator 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 Servicer, the Trust Administrator, the Trustee and
any agent of the Depositor, the Servicer, the Trust Administrator or the Trustee
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, the Servicer, the Trust
Administrator, the Trustee nor any such agent shall be affected by notice to the
contrary.

         The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by the Trust Administrator and required to be paid to them pursuant to the
Agreement following the earlier of (i) the purchase by the holders of the Class
X Certificates or the Servicer of all Mortgage Loans and related REO Property
remaining in REMIC I, (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. 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 to purchase is subject to
the aggregate Stated Principal Balance of the Mortgage Loans at the time of
purchase being less than 10% of the aggregate principal balance of the Mortgage
Loans as of the Cut-off Date.

         The recitals contained herein shall be taken as statements of the
Depositor, and none of the Trustee, Servicer or Trust Administrator assume
responsibility for their correctness.

         Unless the certificate of authentication hereon has been executed by
the Trust Administrator, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


<PAGE>


         IN WITNESS WHEREOF, the Trust Administrator has caused this Certificate
to be duly executed.

Dated: [_________] ___, [___]


                                           [___________], as Trust Administrator


                                            By:
                                                --------------------------------
                                                Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

         This is one of the Certificates referred to in the within-mentioned
Agreement.

                                           [___________], as Trust Administrator


                                            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                  -------------------
     tenants in common                                 (State)

         Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
                       Identification Number of assignee)

a Percentage Interest equal to ____% evidenced by the within Asset-Backed
Pass-Through Certificates and hereby authorize(s) the registration of transfer
of such interest to assignee on the Certificate Register of the Trust Fund.

         I (we) further direct the Trustee to issue a new Certificate of a like
Percentage Interest and Class to the above named assignee and deliver such
Certificate to the following address:
________________________________________________________________________________
______________________________________________________________________________ .


Dated:                                     -------------------------------------
                                           Signature by or on behalf of assignor


                                           -------------------------------------
                                           Signature Guaranteed


<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 numbe______________________________,
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 10-D, FORM 8-K AND FORM 10-K
                            REPORTING RESPONSIBILITY

As to each item described below, the entity indicated as the Responsible Party
shall be primarily responsible for reporting the information to the Trust
Administrator pursuant to Section 4.07(a)(iv). If the Trust Administrator is
indicated below as to any item, then the Trust Administrator is primarily
responsible for obtaining that information.

Under Item 1 of Form 10-D: a) items marked "4.02 statement" are required to be
included in the periodic Distribution Date statement under Section 4.02,
provided by the Trust Administrator based on information received from the
Servicer; and b) items marked "Form 10-D report" are required to be in the Form
10-D report but not the 4.02 statement, provided by the party indicated.
Information under all other Items of Form 10-D is to be included in the Form
10-D report.

<TABLE>
<CAPTION>
    FORM            ITEM                              DESCRIPTION                             RESPONSIBLE PARTY
-------------- --------------- ---------------------------------------------------------- ---------------------------
<C>            <C>             <C>                                                     <C>
10-D           Must be filed within 15 days of the Distribution Date.
               ======================================================
-------------- --------------- ------------------------------------------------------- ------------------------------
               1               DISTRIBUTION AND POOL PERFORMANCE INFORMATION
-------------- --------------- ------------------------------------------------------- ------------------------------
                               ITEM  1121(A)  -  DISTRIBUTION  AND  POOL  PERFORMANCE
                               INFORMATION
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (1)  Any  applicable  record  dates,   accrual  dates,  4.02 statement
                               determination dates for calculating  distributions and
                               actual distribution dates for the distribution period.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (2) Cash flows  received  and the sources  thereof for  4.02 statement
                               distributions, fees and expenses.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (3) Calculated  amounts and  distribution  of the flow  4.02 statement
                               of funds for the period  itemized by type and priority
                               of payment, including:
-------------- --------------- ------------------------------------------------------- ------------------------------
                                        (i) Fees or expenses  accrued and paid,  with  4.02 statement
                               an  identification of the general purpose of such fees
                               and the party receiving such fees or expenses.
-------------- --------------- ------------------------------------------------------- ------------------------------
                                        (ii)  Payments  accrued or paid with  respect  4.02 statement
                               to  enhancement  or other  support  identified in Item
                               1114 of Regulation  AB (such as insurance  premiums or
                               other   enhancement   maintenance   fees),   with   an
                               identification   of  the   general   purpose  of  such
                               payments and the party receiving such payments.
-------------- --------------- ------------------------------------------------------- ------------------------------
                                        (iii)    Principal,    interest   and   other  4.02 statement
                               distributions  accrued  and  paid on the  asset-backed
                               securities  by type  and by class  or  series  and any
                               principal or interest shortfalls or carryovers.
-------------- --------------- ------------------------------------------------------- ------------------------------
                                        (iv)  The  amount  of  excess  cash  flow  or  4.02 statement
                               excess spread and the disposition of excess cash flow.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (4)  Beginning  and ending  principal  balances of the  4.02 statement
                               asset-backed securities.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (5) Interest  rates  applicable to the pool assets and  4.02 statement
                               the asset-backed securities,  as applicable.  Consider
                               providing  interest rate  information  for pool assets
                               in  appropriate  distributional  groups or incremental
                               ranges.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (6)  Beginning  and  ending  balances  of  transaction  4.02 statement
                               accounts,  such  as  reserve  accounts,  and  material
                               account activity during the period.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (7) Any  amounts  drawn on any credit  enhancement  or  4.02 statement
                               other  support  identified  in Item 1114 of Regulation
                               AB,  as   applicable,   and  the  amount  of  coverage
                               remaining  under  any such  enhancement,  if known and
                               applicable.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (8) Number and amount of pool assets at the  beginning  4.02 statement
                               and  ending  of  each   period,   and   updated   pool
                               composition  information,  such  as  weighted  average  Updated pool composition
                               coupon,   weighted  average  life,   weighted  average  information fields to be as
                               remaining term, pool factors and prepayment amounts.    specified by Depositor from
                                                                                       time to time
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (9) Delinquency and loss information for the period.    4.02 statement.

                               In  addition,  describe  any  material  changes to the  Form 10-D report: Depositor
                               information    specified   in   Item   1100(b)(5)   of
                               Regulation AB regarding the pool assets.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (10)  Information  on the  amount,  terms and  general  4.02 statement
                               purpose of any advances made or reimbursed  during the
                               period,  including  the general use of funds  advanced
                               and the general source of funds for reimbursements.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (11)  Any  material   modifications,   extensions   or  Form   10-D   report:   Trust
                               waivers  to  pool  asset  terms,  fees,  penalties  or  Administrator  (to the extent
                               payments during the  distribution  period or that have  of the Trust  Administrator's
                               cumulatively become material over time.                 actual knowledge)
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (12) Material  breaches of pool asset  representations  Form 10-D report
                               or warranties or transaction covenants.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (13)  Information  on ratio,  coverage  or other tests  4.02 statement
                               used   for   determining   any   early   amortization,
                               liquidation or other  performance  trigger and whether
                               the trigger was met.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               (14)   Information   regarding  any  new  issuance  of  Form 10-D report: Depositor
                               asset-backed  securities  backed  by  the  same  asset
                               pool,                                                   Form 10-D report: Depositor
                               [information  regarding] any pool asset changes (other
                               than in connection  with a pool asset  converting into
                               cash in accordance with its terms),  such as additions
                               or  removals  in  connection   with  a  prefunding  or
                               revolving  period  and pool  asset  substitutions  and  Form 10-D report: Depositor
                               repurchases  (and purchase rates, if applicable),  and
                               cash flows  available  for future  purchases,  such as
                               the balances of any prefunding or revolving  accounts,
                               if applicable.
                               Disclose  any  material  changes in the  solicitation,
                               credit-granting,       underwriting,      origination,
                               acquisition or pool selection  criteria or procedures,
                               as  applicable,  used to originate,  acquire or select
                               the new pool assets.
-------------- --------------- ------------------------------------------------------- ------------------------------
                               ITEM  1121(B)  -  PRE-FUNDING   OR  REVOLVING   PERIOD  Depositor
                               INFORMATION
                               Updated  pool   information  as  required  under  Item
                               1121(b).
-------------- --------------- ------------------------------------------------------- ------------------------------
               2               LEGAL PROCEEDINGS
-------------- --------------- ------------------------------------------------------- ------------------------------
                               Item  1117 - Legal  proceedings  pending  against  the
                               following  entities,  or  their  respective  property,
                               that  is  material  to  Certificateholders,  including
                               proceedings  known to be  contemplated by governmental  Seller
                               authorities:                                            Depositor
                               Seller                                                  Trustee
                               Depositor                                               Trust Administrator
                               Trustee                                                 Depositor
                               Trust Administrator                                     Servicer
                               Issuing entity                                          Originator
                               Servicer                                                Custodian
                               Originator
                               Custodian
-------------- --------------- ------------------------------------------------------- ------------------------------
               3               SALES OF SECURITIES AND USE OF PROCEEDS
-------------- --------------- ------------------------------------------------------- ------------------------------
                               INFORMATION FROM ITEM 2(A) OF PART II OF FORM 10-Q:

                               With  respect  to  any  sale  of   securities  by  the
                               sponsor,  depositor or issuing entity, that are backed  Depositor
                               by the same asset pool or are otherwise  issued by the
                               issuing  entity,  whether or not  registered,  provide
                               the sales and use of proceeds  information in Item 701
                               of  Regulation   S-K.   Pricing   information  can  be
                               omitted if securities were not registered.
-------------- --------------- ------------------------------------------------------- ------------------------------
               4               DEFAULTS UPON SENIOR SECURITIES
-------------- --------------- ------------------------------------------------------- ------------------------------
                               INFORMATION FROM ITEM 3 OF PART II OF FORM 10-Q:
                               Report the  occurrence of any Event of Default  (after
                               expiration  of any grace  period and  provision of any               N/A
                               required notice)
-------------- --------------- ------------------------------------------------------- ------------------------------
               5               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
-------------- --------------- ------------------------------------------------------- ------------------------------
                               INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q         Depositor       or      Trust
                                                                                       Administrator  (to the extent
                                                                                       of the Trust  Administrator's
                                                                                       actual knowledge)
-------------- --------------- ------------------------------------------------------- ------------------------------
               6               SIGNIFICANT OBLIGORS OF POOL ASSETS
-------------- --------------- ------------------------------------------------------- ------------------------------
                               ITEM   1112(B)   -   SIGNIFICANT   OBLIGOR   FINANCIAL  N/A
                               INFORMATION*
-------------- --------------- ------------------------------------------------------- ------------------------------
                               *This  information  need only be  reported on the Form
                               10-D for the  distribution  period  in  which  updated
                               information is required pursuant to the Item.
-------------- --------------- ------------------------------------------------------- ------------------------------
               7               SIGNIFICANT ENHANCEMENT PROVIDER INFORMATION
-------------- --------------- ------------------------------------------------------- ------------------------------
                               ITEM   1114(B)(2)   -  CREDIT   ENHANCEMENT   PROVIDER
                               FINANCIAL INFORMATION*
                               Determining applicable disclosure threshold             Depositor
                               Obtaining required financial  information or effecting
                               incorporation by reference                              Depositor
-------------- --------------- ------------------------------------------------------- ------------------------------
                               ITEM  1115(B)  -  DERIVATIVE   COUNTERPARTY  FINANCIAL
                               INFORMATION*
                               Determining current maximum probable exposure           Depositor
                               Determining current significance percentage
                               Obtaining required financial  information or effecting
                               incorporation by reference                              Trust Administrator
                                                                                       Depositor

-------------- --------------- ------------------------------------------------------- ------------------------------
                               *This  information  need only be  reported on the Form
                               10-D for the  distribution  period  in  which  updated
                               information is required pursuant to the Items.
-------------- --------------- ------------------------------------------------------- ------------------------------
               8               OTHER INFORMATION
-------------- --------------- ------------------------------------------------------- ------------------------------
                               DISCLOSE  ANY  INFORMATION  REQUIRED TO BE REPORTED ON  The Responsible Party for
                               FORM 8-K DURING  THE  PERIOD  COVERED BY THE FORM 10-D  the applicable Form 8-K item
                               BUT NOT REPORTED                                        as indicated below
-------------- --------------- ------------------------------------------------------- ------------------------------
               9               EXHIBITS
-------------- --------------- ------------------------------------------------------- ------------------------------
                               Distribution report                                     Trust Administrator
-------------- --------------- ------------------------------------------------------- ------------------------------
                               EXHIBITS  REQUIRED BY ITEM 601 OF REGULATION S-K, SUCH  Depositor
                               AS MATERIAL AGREEMENTS
-------------- --------------- ------------------------------------------------------- ------------------------------
8-K            Must be filed within four business days of an event reportable on Form 8-K.
               ===========================================================================
-------------- ------------------------------------------------------------------------------------------------------
               1.01            ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Disclosure   is   required   regarding   entry  into  or  Depositor
                               amendment of any  definitive  agreement that is material
                               to  the  securitization,  even  if  depositor  is  not a
                               party.
                               Examples: servicing agreement, custodial agreement.
                               Note:   disclosure   not   required  as  to   definitive
                               agreements that are fully disclosed in the prospectus
-------------- --------------- --------------------------------------------------------- ----------------------------
               1.02            TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Disclosure  is  required  regarding  termination  of any  Depositor
                               definitive   agreement   that   is   material   to   the
                               securitization  (other  than  expiration  in  accordance
                               with its terms), even if depositor is not a party.
                               Examples: servicing agreement, custodial agreement.

-------------- --------------- --------------------------------------------------------- ----------------------------
               1.03            BANKRUPTCY OR RECEIVERSHIP
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Disclosure  is  required  regarding  the  bankruptcy  or  Trust Administrator (to
                               receivership with respect to any of the following:        the extent of the Trust
                               Sponsor    (Seller),    Depositor,    Servicer,    Trust  Administrator's actual
                               Administrator, Cap Provider, Custodian                    knowledge)
-------------- --------------- --------------------------------------------------------- ----------------------------
               2.04            TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT
                               FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
                               OFF-BALANCE SHEET ARRANGEMENT
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Includes an early  amortization,  performance trigger or  Trust   Administrator   (to
                               other  event,  including  event of  default,  that would  the  extent  of  the  Trust
                               materially  alter the payment  priority/distribution  of  Administrator's      actual
                               cash flows/amortization schedule.                         knowledge)
                               Disclosure  will be made of events other than  waterfall
                               triggers which are disclosed in the 4.02 statement
-------------- --------------- --------------------------------------------------------- ----------------------------
               3.03            MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Disclosure is required of any material modification to    Trust Administrator
                               documents defining the rights of Certificateholders,
                               including the Pooling and Servicing Agreement
-------------- --------------- --------------------------------------------------------- ----------------------------
               5.03            AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;
                               CHANGE IN FISCAL YEAR
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Disclosure is required of any amendment "to the           Depositor
                               governing documents of the issuing entity"
-------------- --------------- --------------------------------------------------------- ----------------------------
               5.06            CHANGE IN SHELL COMPANY STATUS
-------------- --------------- --------------------------------------------------------- ----------------------------
                               [Not applicable to ABS issuers]                           Depositor
-------------- --------------- --------------------------------------------------------- ----------------------------
               6.01            ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
-------------- --------------- --------------------------------------------------------- ----------------------------
                               [Not included in reports to be filed under Section 4.07]  Depositor
-------------- --------------- --------------------------------------------------------- ----------------------------
-------------- --------------- --------------------------------------------------------- ----------------------------
               6.02            CHANGE OF SERVICER, TRUSTEE OR TRUST ADMINISTRATOR
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Requires   disclosure   of  any  removal,   replacement,  Trust Administrator or
                               substitution   or  addition  of  any  master   servicer,  Servicer
                               affiliated  servicer,  other  servicer  servicing 10% or
                               more of pool  assets at time of report,  other  material
                               servicers,   trust  administrator  or  trustee.  Reg  AB
                               disclosure about any new servicer,  trust  administrator
                               or trustee is also required.
-------------- --------------- --------------------------------------------------------- ----------------------------
               6.03            CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Covers  termination  of any  enhancement in manner other  Depositor
                               than by its terms, the addition of an enhancement,  or a
                               material  change in the  enhancement  provided.  Applies
                               to   external    credit    enhancements   as   well   as
                               derivatives.   Reg   AB   disclosure   about   any   new
                               enhancement provider is also required.
-------------- --------------- --------------------------------------------------------- ----------------------------
               6.04            FAILURE TO MAKE A REQUIRED DISTRIBUTION                   Trust Administrator
-------------- --------------- --------------------------------------------------------- ----------------------------
               6.05            SECURITIES ACT UPDATING DISCLOSURE
-------------- --------------- --------------------------------------------------------- ----------------------------
                               If any  material  pool  characteristic  differs by 5% or  Depositor
                               more at the time of issuance of the securities  from the
                               description  in the final  prospectus,  provide  updated
                               Reg AB disclosure about the actual asset pool.
-------------- --------------- --------------------------------------------------------- ----------------------------
                               If there are any new servicers or  originators  required  Depositor
                               to be disclosed  under  Regulation AB as a result of the
                               foregoing,  provide the information  called for in Items
                               1108 and 1110 respectively.
-------------- --------------- --------------------------------------------------------- ----------------------------
               7.01            REGULATION FD DISCLOSURE                                  Depositor
-------------- --------------- --------------------------------------------------------- ----------------------------
               8.01            OTHER EVENTS
-------------- --------------- --------------------------------------------------------- ----------------------------
                               Any  event,  with  respect to which  information  is not  Depositor
                               otherwise  called for in Form 8-K,  that the  registrant
                               deems of importance to security holders.
-------------- --------------- --------------------------------------------------------- ----------------------------
               9.01            FINANCIAL STATEMENTS AND EXHIBITS                                     N/A
-------------- --------------- --------------------------------------------------------- ----------------------------
10-K           Must be filed within 90 days of the fiscal year end for the registrant.
               =======================================================================
-------------- ------------------------------------------------------------------------------------------------------
               9B              OTHER INFORMATION
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Disclose any information  required to be reported on Form  Depositor
                               8-K during the  fourth  quarter  covered by the Form 10-K
                               but not reported
-------------- --------------- ---------------------------------------------------------- ---------------------------
               15              EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION              N/A
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1114(B)(2) - CREDIT  ENHANCEMENT  PROVIDER FINANCIAL
                               INFORMATION
                               Determining applicable disclosure threshold
                               Obtaining  required  financial  information  or effecting  Trust Administrator
                               incorporation by reference
                                                                                          Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM   1115(B)  -   DERIVATIVE   COUNTERPARTY   FINANCIAL
                               INFORMATION
                               Determining current maximum probable exposure              Trust Administrator
                               Determining current significance percentage
                               Obtaining  required  financial  information  or effecting  Trust Administrator
                               incorporation by reference
                                                                                          Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------

-------------- --------------- ---------------------------------------------------------- ---------------------------
                               Item 1119 - Affiliations  and  relationships  between the
                               following  entities,   or  their  respective   affiliates
                               entered into  outside the ordinary  course of business or
                               is on terms  other  than  would be  obtained  in an arm's
                               length  transaction with an unrelated third party,  apart
                               from the asset-backed  securities  transaction,  that are
                               material to Certificateholders:
                               Seller                                                     Seller
                               Depositor                                                  Depositor
                               Trustee                                                    Trustee
                               Trust Administrator                                        Trust Administrator
                               Issuing entity                                             Issuing entity
                               Servicer                                                   Servicer
                               Originator                                                 Originator
                               Custodian                                                  Custodian
                               Credit Enhancer/Support Provider, if any                   Depositor
                               Significant Obligor, if any                                Depositor
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM  1122 -  ASSESSMENT  OF  COMPLIANCE  WITH  SERVICING  Each  Party  participating
                               CRITERIA                                                   in the servicing function
-------------- --------------- ---------------------------------------------------------- ---------------------------
                               ITEM 1123 - SERVICER COMPLIANCE STATEMENT                  Servicer and Trust
                                                                                          Administrator
-------------- --------------- ---------------------------------------------------------- ---------------------------
</TABLE>


<PAGE>


                                    EXHIBIT C

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE

Definitions
-----------
Primary Servicer - transaction party having borrower contact
Master Servicer - aggregator of pool assets
Trust Administrator - waterfall calculator (may be the Trustee, or may be the
Master Servicer)
Back-up Servicer - named in the transaction (in the event a Back up Servicer
becomes the Primary Servicer, follow Primary Servicer obligations)
Custodian - safe keeper of pool assets
Paying Agent - distributor of funds to ultimate investor (Trust Administrator
performs this function)
Trustee - fiduciary of the transaction

Note: The definitions above describe the essential function that the party
performs, rather than the party's title. So, for example, in a particular
transaction, the trustee may perform the "paying agent" and "trust
administrator" functions, while in another transaction, the trust administrator
may perform these functions.

Where there are multiple checks for criteria the attesting party will identify
in their management assertion that they are attesting only to the portion of the
distribution chain they are responsible for in the related transaction
agreements.

KEY:
----
X - obligation

<TABLE>
<CAPTION>
------------------ ---------------------------------- ------------- ---------- ----------------
REG AB REFERENCE   SERVICING CRITERIA                 PRIMARY       MASTER     TRUST
                                                      SERVICER      SERVICER   ADMINISTRATOR
------------------ ---------------------------------- ------------- ---------- ----------------
<S>                <C>                                <C>           <C>        <C>
                   GENERAL SERVICING CONSIDERATIONS
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(1)(i)      Policies   and   procedures   are       X            X
                   instituted    to   monitor    any
                   performance   or  other  triggers
                   and    events   of   default   in
                   accordance  with the  transaction
                   agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(1)(ii)     If   any    material    servicing       X            X
                   activities   are   outsourced  to
                   third   parties,   policies   and
                   procedures   are   instituted  to
                   monitor    the   third    party's
                   performance  and compliance  with
                   such servicing activities.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Any     requirements    in    the
                   transaction     agreements     to
                   maintain a back-up  servicer  for
1122(d)(1)(iii)    the Pool Assets are maintained.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(1)(iv)     A  fidelity  bond and  errors and       X            X
                   omissions  policy is in effect on
                   the  party  participating  in the
                   servicing   function   throughout
                   the   reporting   period  in  the
                   amount of  coverage  required  by
                   and otherwise in accordance  with
                   the  terms  of  the   transaction
                   agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   CASH COLLECTION AND
                   ADMINISTRATION
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(2)(i)      Payments   on  pool   assets  are       X            X             X
                   deposited  into  the  appropriate
                   custodial   bank   accounts   and
                   related  bank  clearing  accounts
                   no more  than two  business  days
                   following receipt,  or such other
                   number of days  specified  in the
                   transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Disbursements   made   via   wire       X            X             X
                   transfer  on behalf of an obligor
                   or to an  investor  are made only
1122(d)(2)(ii)     by authorized personnel.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Advances  of funds or  guarantees       X            X
                   regarding    collections,    cash
                   flows or  distributions,  and any
                   interest  or other  fees  charged
                   for  such  advances,   are  made,
                   reviewed    and    approved    as
                   specified   in  the   transaction
1122(d)(2)(iii)    agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   The  related   accounts  for  the                                  X
                   transaction,    such    as   cash
                   reserve   accounts   or  accounts
                   established  as a  form  of  over
                   collateralization,            are
                   separately    maintained   (e.g.,
                   with  respect to  commingling  of
                   cash)   as  set   forth   in  the
1122(d)(2)(iv)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Each    custodial    account   is       X            X             X
                   maintained    at   a    federally
                   insured  depository   institution
                   as set  forth in the  transaction
                   agreements.  For purposes of this
                   criterion,   "federally   insured
                   depository    institution"   with
                   respect  to a  foreign  financial
                   institution   means   a   foreign
                   financial  institution that meets
                   the    requirements    of    Rule
                   13k-1(b)(1)   of  the  Securities
1122(d)(2)(v)      Exchange Act. *
------------------ ---------------------------------- ------------ ------------ ---------------
                   Unissued  checks are  safeguarded       X
                   so  as  to  prevent  unauthorized
1122(d)(2)(vi)     access.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(2)(vii)    Reconciliations  are  prepared on       X            X             X
                   a    monthly    basis   for   all
                   asset-backed  securities  related
                   bank     accounts,      including
                   custodial  accounts  and  related
                   bank  clearing  accounts.   These
                   reconciliations      are      (A)
                   mathematically    accurate;   (B)
                   prepared  within 30 calendar days
                   after the bank  statement  cutoff
                   date,  or such  other  number  of
                   days     specified     in     the
                   transaction    agreements;    (C)
                   reviewed  and approved by someone
                   other   than   the   person   who
                   prepared the reconciliation;  and
                   (D)  contain   explanations   for
                   reconciling      items.     These
                   reconciling  items  are  resolved
                   within 90 calendar  days of their
                   original identification,  or such
                   other  number  of days  specified
                   in the transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   INVESTOR REMITTANCES AND
                   REPORTING
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(3)(i)      Reports to  investors,  including       X            X             X
                   those  to  be   filed   with  the
                   Commission,   are  maintained  in
                   accordance  with the  transaction
                   agreements     and     applicable
                   Commission          requirements.
                   Specifically,  such  reports  (A)
                   are prepared in  accordance  with
                   timeframes  and  other  terms set
                   forth    in    the    transaction
                   agreements;      (B)      provide
                   information     calculated     in
                   accordance    with   the    terms
                   specified   in  the   transaction
                   agreements;  (C) are  filed  with
                   the  Commission  as  required  by
                   its  rules and  regulations;  and
                   (D) agree with  investors' or the
                   trustee's   records   as  to  the
                   total  unpaid  principal  balance
                   and   number   of   Pool   Assets
                   serviced by the Servicer.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Amounts  due  to  investors   are       X            X             X
                   allocated    and    remitted   in
                   accordance    with    timeframes,
                   distribution  priority  and other
                   terms    set    forth    in   the
1122(d)(3)(ii)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Disbursements    made    to    an       X            X             X
                   investor  are  posted  within two
                   business  days to the  Servicer's
                   investor  records,  or such other
                   number of days  specified  in the
1122(d)(3)(iii)    transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Amounts   remitted  to  investors       X            X             X
                   per the  investor  reports  agree
                   with cancelled  checks,  or other
                   form  of  payment,  or  custodial
1122(d)(3)(iv)     bank statements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   POOL ASSET ADMINISTRATION
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(i)      Collateral  or  security  on pool       X            X
                   assets is  maintained as required
                   by the transaction  agreements or
                   related pool asset documents.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(ii)     Pool     assets    and    related       X            X
                   documents  are   safeguarded   as
                   required   by   the   transaction
                   agreements
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(iii)    Any   additions,    removals   or       X            X
                   substitutions  to the asset  pool
                   are made,  reviewed  and approved
                   in     accordance     with    any
                   conditions  or   requirements  in
                   the transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(iv)     Payments    on    pool    assets,       X
                   including  any  payoffs,  made in
                   accordance  with the related pool
                   asset  documents  are  posted  to
                   the  Servicer's  obligor  records
                   maintained   no  more   than  two
                   business days after  receipt,  or
                   such   other   number   of   days
                   specified   in  the   transaction
                   agreements,   and   allocated  to
                   principal,   interest   or  other
                   items    (e.g.,     escrow)    in
                   accordance  with the related pool
                   asset documents.
------------------ ---------------------------------- ------------ ------------ ---------------
                   The Servicer's  records regarding       X
                   the pool  assets  agree  with the
                   Servicer's  records  with respect
                   to an obligor's  unpaid principal
1122(d)(4)(v)      balance.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Changes   with   respect  to  the       X            X
                   terms or status  of an  obligor's
                   pool    assets    (e.g.,     loan
                   modifications  or re-agings)  are
                   made,  reviewed  and  approved by
                   authorized      personnel      in
                   accordance  with the  transaction
                   agreements   and   related   pool
1122(d)(4)(vi)     asset documents.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Loss   mitigation   or   recovery       X            X
                   actions    (e.g.,     forbearance
                   plans,  modifications  and  deeds
                   in    lieu    of     foreclosure,
                   foreclosures  and  repossessions,
                   as  applicable)   are  initiated,
                   conducted    and   concluded   in
                   accordance  with  the  timeframes
                   or       other       requirements
                   established  by  the  transaction
1122(d)(4)(vii)    agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(viii)   Records  documenting   collection       X
                   efforts  are  maintained   during
                   the   period  a  pool   asset  is
                   delinquent  in  accordance   with
                   the transaction agreements.  Such
                   records  are   maintained  on  at
                   least a  monthly  basis,  or such
                   other  period  specified  in  the
                   transaction    agreements,    and
                   describe the entity's  activities
                   in  monitoring   delinquent  pool
                   assets  including,  for  example,
                   phone calls,  letters and payment
                   rescheduling   plans   in   cases
                   where   delinquency   is   deemed
                   temporary   (e.g.,   illness   or
                   unemployment).
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(ix)     Adjustments  to interest rates or       X            X
                   rates of return  for pool  assets
                   with variable  rates are computed
                   based on the  related  pool asset
                   documents.
------------------ ---------------------------------- ------------ ------------ ---------------
1122(d)(4)(x)      Regarding   any  funds   held  in       X
                   trust  for an  obligor  (such  as
                   escrow accounts):  (A) such funds
                   are analyzed,  in accordance with
                   the    obligor's    pool    asset
                   documents,  on at least an annual
                   basis,   or  such  other   period
                   specified   in  the   transaction
                   agreements;  (B) interest on such
                   funds is paid,  or  credited,  to
                   obligors   in   accordance   with
                   applicable  pool asset  documents
                   and  state  laws;  and  (C)  such
                   funds   are   returned   to   the
                   obligor  within 30 calendar  days
                   of full  repayment of the related
                   pool   assets,   or  such   other
                   number of days  specified  in the
                   transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Payments  made  on  behalf  of an       X
                   obligor    (such    as   tax   or
                   insurance  payments)  are made on
                   or before the related  penalty or
                   expiration  dates,  as  indicated
                   on  the   appropriate   bills  or
                   notices   for   such    payments,
                   provided  that such  support  has
                   been  received by the servicer at
                   least 30  calendar  days prior to
                   these   dates,   or  such   other
                   number of days  specified  in the
1122(d)(4)(xi)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Any  late  payment  penalties  in       X
                   connection  with any  payment  to
                   be made on behalf  of an  obligor
                   are  paid  from  the   Servicer's
                   funds  and  not  charged  to  the
                   obligor,  unless the late payment
                   was  due to the  obligor's  error
1122(d)(4)(xii)    or omission.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Disbursements  made on  behalf of       X
                   an obligor are posted  within two
                   business  days  to the  obligor's
                   records    maintained    by   the
                   servicer,  or such  other  number
                   of   days    specified   in   the
1122(d)(4)(xiii)   transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Delinquencies,   charge-offs  and                    X
                   uncollectible     accounts    are
                   recognized    and   recorded   in
                   accordance  with the  transaction
1122(d)(4)(xiv)    agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
                   Any   external   enhancement   or                                  X
                   other   support,   identified  in
                   Item  1114(a)(1)  through  (3) or
                   Item  1115 of  Regulation  AB, is
                   maintained  as set  forth  in the
1122(d)(4)(xv)     transaction agreements.
------------------ ---------------------------------- ------------ ------------ ---------------
</TABLE>

___________
*Subject to clarification from the SEC.


<PAGE>


                                    EXHIBIT D

                  FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT

<PAGE>


                                    EXHIBIT E

                               REQUEST FOR RELEASE

                  TO:      [____________]

Re:      Pooling and Servicing Agreement dated as of [___________], among
         [_________], as Depositor, [___________] as Servicer, [___________] as
         Trust Administrator and [_________] as Trustee
         ------------------------------------------------------------------

         In connection with the administration of the Mortgage Loans held by you
as Trustee for the Owner pursuant to the above-captioned 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 Custodian's Mortgage File:

                               [_________________]
                               [_________________]


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


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

[Date]

[______________]


         Re:      [_________], Asset-Backed Pass-Through Certificates, Series
                  [____], Class , representing a % Class Percentage Interest
                  -----------------------------------------------------------

Ladies and Gentlemen:

         In connection with the transfer by ________________ (the "Transferor")
to ________________ (the "Transferee") of the captioned mortgage pass-through
certificates (the "Certificates"), the Transferor hereby certifies as follows:

         Neither the Transferor nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, (e)
has taken any other action, that (in the case of each of subclauses (a) through
(e) above) would constitute a distribution of the Certificates under the
Securities Act of 1933, as amended (the "1933 Act"), or would render the
disposition of any Certificate a violation of Section 5 of the 1933 Act or any
state securities law or would require registration or qualification pursuant
thereto. The Transferor will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to any Certificate. The Transferor will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of that
certain Pooling and Servicing Agreement dated as of [___________], among
[_________], as Depositor, [___________] as Servicer, [___________] as trust
administrator and [_________] as Trustee (the "Pooling and Servicing
Agreement"), 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:      [_________], Asset-Backed Pass-Through Certificates, Class,
                  Series [____], representing a % Percentage Interest
                  -----------------------------------------------------------

Ladies and Gentlemen:

         In connection with the purchase from ______________________ (the
"Transferor") on the date hereof of the captioned trust certificates (the
"Certificates"), _______________ (the "Transferee") hereby certifies as follows:

         1. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A ("Rule 144A") under the Securities Act of 1933 (the "1933
Act") and has completed either of the forms of certification to that effect
attached hereto as Annex 1 or Annex 2. The Transferee is aware that the sale to
it is being made in reliance on Rule 144A. The Transferee is acquiring the
Certificates for its own account or for the account of a qualified institutional
buyer, and understands that such Certificate may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.

         2. The Transferee has been furnished with all information regarding (a)
the Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
referred to below, and (d) any credit enhancement mechanism associated with the
Certificates, that it has requested.

         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 [_________], as Depositor, [___________] as
Servicer, [___________] as trust administrator and [_________] as Trustee ,
pursuant to which the Certificates were issued.

                                              [Transferee]



                                              By:
                                                  -----------------------------
                                                  Name:
                                                  Title:


<PAGE>


                              ANNEX 1 TO EXHIBIT F
            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [_________], as Trustee, with respect to the mortgage
pass-through certificates (the "Certificates") described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

         1.       As indicated below, the undersigned is the President, Chief
                  Financial Officer, Senior Vice President or other executive
                  officer of the entity purchasing the Certificates (the
                  "Transferee").

         2.       In connection with purchases by the Transferee, the Transferee
                  is a "qualified institutional buyer" as that term is defined
                  in Rule 144A under the Securities Act of 1933 ("Rule 144A")
                  because (i) the Transferee owned and/or invested on a
                  discretionary basis $______________________(1) in securities
                  (except for the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A) and (ii)
                  the Transferee satisfies the criteria in the category marked
                  below.

         ___      CORPORATION, ETC. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         ___      BANK. The Transferee (a) is a national bank or banking
                  institution organized under the laws of any State, territory
                  or the District of Columbia, the business of which is
                  substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto.

         ___      SAVINGS AND LOAN. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least

         ___      BROKER-DEALER. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934.

------------
*    Subject to clarification from the SEC.
(1)  Transferee must own and/or invest on a discretionary basis at least
     $100,000,000 in securities unless Transferee is a dealer, and, in that
     case, Transferee must own and/or invest on a discretionary basis at least
     $10,000,000 in securities. $25,000,000 as demonstrated in its latest annual
     financial statements, A COPY OF WHICH IS ATTACHED HERETO.


         ___      INSURANCE COMPANY. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, territory or the District of Columbia.

         ___      STATE OR LOCAL PLAN. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         ___      ERISA PLAN. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974.

         ___      INVESTMENT ADVISOR. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         3.       The term "SECURITIES" as used herein DOES NOT INCLUDE (i)
                  securities of issuers that are affiliated with the Transferee,
                  (ii) securities that are part of an unsold allotment to or
                  subscription by the Transferee, if the Transferee is a dealer,
                  (iii) securities issued or guaranteed by the U.S. or any
                  instrumentality thereof, (iv) bank deposit notes and
                  certificates of deposit, (v) loan participations, (vi)
                  repurchase agreements, (vii) securities owned but subject to a
                  repurchase agreement and (viii) currency, interest rate and
                  commodity swaps.

         4.       For purposes of determining the aggregate amount of securities
                  owned and/or invested on a discretionary basis by the
                  Transferee, the Transferee used the cost of such securities to
                  the Transferee and did not include any of the securities
                  referred to in the preceding paragraph. Further, in
                  determining such aggregate amount, the Transferee may have
                  included securities owned by subsidiaries of the Transferee,
                  but only if such subsidiaries are consolidated with the
                  Transferee in its financial statements prepared in accordance
                  with generally accepted accounting principles and if the
                  investments of such subsidiaries are managed under the
                  Transferee's direction. However, such securities were not
                  included if the Transferee is a majority-owned, consolidated
                  subsidiary of another enterprise and the Transferee is not
                  itself a reporting company under the Securities Exchange Act
                  of 1934.

         5.       The Transferee acknowledges that it is familiar with Rule 144A
                  and understands that the Transferor and other parties related
                  to the Certificates are relying and will continue to rely on
                  the statements made herein because one or more sales to the
                  Transferee may be in reliance on Rule 144A.

___     ___       Will the Transferee be purchasing the Certificates 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

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [_________], as Trustee, with respect to the mortgage pass-
through certificates (the "Certificates") described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

1. As indicated below, the undersigned is the President, Chief Financial Officer
or Senior Vice President of the entity purchasing the Certificates (the
"Transferee") or, if the Transferee is a "qualified institutional buyer" as that
term is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is such an officer of the investment adviser (the "Adviser").

2. In connection with purchases by the Transferee, the Transferee is a
"qualified institutional buyer" as defined in Rule 144A because (i) the
Transferee is an investment company registered under the Investment Company Act
of 1940, and (ii) as marked below, the Transferee alone, or the Transferee's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year. For purposes of determining the amount of
securities owned by the Transferee or the Transferee's Family of Investment
Companies, the cost of such securities was used.

____ The Transferee owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Transferee's most
recent fiscal year (such amount being calculated in accordance with Rule 144A).

____ The Transferee is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded securities
referred to below) as of the end of the Transferee's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).

3. The term "FAMILY OF INVESTMENT COMPANIES" as used herein means two or more
registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

4. The term "SECURITIES" as used herein does not include (i) securities of
issuers that are affiliated with the Transferee or are part of the Transferee's
Family of Investment Companies, (ii) securities issued or guaranteed by the U.S.
or any instrumentality thereof, (iii) bank 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:
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                              Date of this certificate:
                                              Date of information provided in
                                              paragraph 3


<PAGE>


                                   EXHIBIT F-2



                 FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT

STATE OF                )
                        )   ss.:
COUNTY OF               )


         The undersigned, being first duly sworn, deposes and says as follows:

         1. The undersigned is an officer of, the proposed Transferee of an
Ownership Interest in a Residual Certificate (the "Certificate") issued pursuant
to the Pooling and Servicing Agreement dated as of [___________] (the
"Agreement"), among [_________], as depositor (the "Depositor"), [___________]
as Servicer, (the "Servicer"), [___________] as trust administrator 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.

         2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate for its own account. The Transferee has no
knowledge that any such affidavit is false.

         3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a Permitted Transferee and, at the time of
Transfer, such Person does not have actual knowledge that the affidavit is
false.

         4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)

         5. The Transferee has reviewed the provisions of Section 5.02(d) of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.

         6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit 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.

         7. 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.

         8. The Transferee's taxpayer identification number is ___________.

         9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).

         10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of proposed Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.

         11. The Transferee 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.

         12. 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.

         13. 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 .


                                              [NAME OF TRANSFEREE]


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:

 [Corporate Seal]

ATTEST:

-----------------------------------
 [Assistant] Secretary

         Personally appeared before me the above-named __________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.

         Subscribed and sworn before me this ______ day of ____________, 20__.


                                              ----------------------------------
                                                         NOTARY PUBLIC

                                              My Commission expires the __ day
                                              of _________, 20__


<PAGE>


                          FORM OF TRANSFEROR AFFIDAVIT

STATE OF NEW YORK   )
                    )
COUNTY OF NEW YORK  )


         __________________________, being duly sworn, deposes, represents and
warrants as follows:

         1. I am a ____________________ of ____________________________ (the
"Owner"), a corporation duly organized and existing under the laws of
______________, on behalf of whom I make this affidavit.

         2. The Owner is not transferring the Class R Certificates or Class R-X
Certificates (the "Residual Certificates") to impede the assessment or
collection of any tax.

         3. The Owner has no actual knowledge that the Person that is the
proposed transferee (the "Purchaser") of the Residual Certificates: (i) has
insufficient assets to pay any taxes owed by such proposed transferee as holder
of the Residual Certificates; (ii) may become insolvent or subject to a
bankruptcy proceeding for so long as the Residual Certificates remain
outstanding and (iii) is not a Permitted Transferee.

         4. The Owner understands that the Purchaser has delivered to the
Trustee a transfer affidavit and agreement in the form attached to the Pooling
and Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
any representation contained therein is false.

         5. At the time of transfer, the Owner has conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Owner has determined that the Purchaser has historically paid
its debts as they became due and has found no significant evidence to indicate
that the Purchaser will not continue to pay its debts as they become due in the
future. The Owner understands that the transfer of a Residual Certificate may
not be respected for United States income tax purposes (and the Owner may
continue to be liable for United States income taxes associated therewith)
unless the Owner has conducted such an investigation.

         6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Pooling and Servicing Agreement.


<PAGE>


         IN WITNESS WHEREOF, the Owner has caused this instrument to be executed
on its behalf, pursuant to the authority of its Board of Directors, by its
[Vice] President, attested by its [Assistant] Secretary, this ____ day of
___________, 20__.

                                              [OWNER]


                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:  [Vice] President


ATTEST


By:
    ---------------------------------
    Name:
    Title:  [Assistant] Secretary


         Personally appeared before me the above-named , known or proved to me
to be the same person who executed the foregoing instrument and to be a [Vice]
President of the Owner, and acknowledged to me that [he/she] executed the same
as [his/her] free act and deed and the free act and deed of the Owner.

         Subscribed and sworn before me this ____ day of __________, 20___.


                                              ----------------------------------
                                              Notary Public


                                              County of ________________________
                                              State of _________________________

                                              My Commission expires:


<PAGE>


                                    EXHIBIT G

            FORM OF CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

                                     [Date]

[________________]


Re:      [_________]
         Asset-Backed Pass-Through Certificates, Series [____], Mortgage Class
         ---------------------------------------------------------------------

Dear Sirs:

         _______________________ (the "Transferee") intends to acquire from
_____________________ (the "Transferor") $____________ Initial Certificate
Principal Balance of Citigroup Mortgage Loan Trust, Series [____], Mortgage
Pass-Through Certificates, Class [CE] [P] [R] (the "Certificates"), issued
pursuant to a Pooling and Servicing Agreement dated as of [___________] (the
"Agreement"), among [_________], as depositor (the "Depositor"), [___________]
as Servicer, (the "Servicer"), [___________] as trust administrator 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 Servicer that:

         The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
other retirement arrangement, including individual retirement accounts and
annuities, Keogh plans and bank collective investment funds and insurance
company general or separate accounts in which such plans, accounts or
arrangements are invested, that is subject to Section 406 of ERISA or Section
4975 of the Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within the
meaning of the Department of Labor ("DOL") regulation, 29 C.F.R.ss.2510.3-101,
and (iii) will not be transferred to any entity that is deemed to be investing
in plan assets within the meaning of the DOL regulation at 29 C.F.R.ss.
2510.3-101.

                                              Very truly yours,



                                              By:
                                                  ------------------------------
                                                  Name:
                                                  Title:


<PAGE>


                                   EXHIBIT H-1

      FORM OF CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

                                  Certification

         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 [identify issuing entity] (i.e., the name of the specific deal to
which this certification relates rather than just the name of the Depositor)]
(the "Exchange Act periodic reports");

         2. Based on my knowledge, the Exchange Act periodic reports, taken as a
whole, do 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, all of 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 Exchange Act periodic reports, the servicer(s) [has/have] fulfilled
[its/their] obligations under the servicing agreement(s); 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 party: [_____________].


                                              [_____________________]


                                              By:
                                                  ------------------------------
                                              Name:
                                              Title:
                                              Date:


<PAGE>


                                   EXHIBIT H-2

                            FORM CERTIFICATION TO BE
                PROVIDED TO DEPOSITOR BY THE TRUST ADMINISTRATOR


<PAGE>


                                   EXHIBIT H-3

                            FORM CERTIFICATION TO BE
                      PROVIDED TO DEPOSITOR BY THE SERVICER
                                 WITH RESPECT TO
                               [________________]



<PAGE>


                                    EXHIBIT I

                                    RESERVED

<PAGE>


                                    EXHIBIT J

                                    RESERVED

<PAGE>


                                   SCHEDULE 1

                             MORTGAGE LOAN SCHEDULE


<PAGE>

                                   SCHEDULE 2

                           PREPAYMENT CHARGE SCHEDULE